W&E Source Corp. - Quarter Report: 2023 March (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-52276

W&E Source Corp.
(Exact name of registrant as specified in its charter)

Delaware	98-0471083
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

113 Barksdale Professional Center, Newark, DE 19711
(Address of principal executive offices) (Zip Code)

(302) 722-6266
(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 130,085,501 shares of common stock issued and outstanding as of May 22, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	1
Condensed Interim Consolidated Statements of Financial Position	2
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss	3
Condensed Interim Consolidated Statements of Cash Flows	4
Condensed Interim Consolidated Statements of Changes in Shareholders' Deficit	5
Notes to Condensed Interim Consolidated Financial Statements	6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4. CONTROLS AND PROCEDURES.	14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.	15
ITEM 1A. RISK FACTORS	15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4. MINE SAFETY DISCLOSURES	15
ITEM 5. OTHER INFORMATION	15
ITEM 6. EXHIBITS	16
SIGNATURES	17

PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

W&E Source Corp. and Subsidiaries
Condensed Interim Consolidated Statements of Financial Position
As of March 31, 2023 and June 30, 2022
(Unaudited)

		March 31, 2023			June 30, 2022
Assets		(Unaudited)
Current Assets
Cash	$	814		$	853
Other receivables		39			40
Total current assets		853			893

Non-Current Assets
Prepayments/Deposits		11,091			11,653
Total non-current assets		11,091			11,653

TOTAL ASSETS	$	11,944		$	12,546

Liabilities and Shareholders' Deficit
Current liabilities
Accounts payable and accrued liabilities	$	29,235		$	49,310
Advances from related parties and related party payables		114,698			51,474
Total current liabilities		143,933			100,784

TOTAL LIABILITIES		143,933			100,784

Shareholders' deficit
Common stock, $0.0001 par value, 500,000,000 shares authorized, 130,085,501 and 130,085,501 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively		13,009			13,009
Additional paid-in capital		1,219,819			1,217,646
Accumulated deficit		(1,379,769	)		(1,327,434	)
Accumulated other comprehensive income		14,952			8,541
Total shareholders' deficit		(131,989	)		(88,238	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	11,944		$	12,546

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

W&E Source Corp. and Subsidiaries
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the Three and Nine Months Ended March 31, 2023 and 2022
(Unaudited)

		Three Months ended						Nine Months ended
		March 31,						March 31,
		2023			2022			2023			2022
		Unaudited						Unaudited

Operating expenses
General and administrative expenses		(14,491	)		(16,128	)		(44,894	)		(36,790	)
Total operating expenses		(14,491	)		(16,128	)		(44,894	)		(36,790	)

Operating Loss	$	(14,491	)	$	(16,128	)	$	(44,894	)	$	(36,790	)

Other expenses

Interest expenses		(832	)		(102	)		(2,169	)		(210	)
Foreign currency exchange loss		511			1,987			(5,272	)		147
Total other expenses		(321	)		1,885			(7,441	)		(63	)

Net loss	$	(14,812	)	$	(14,243	)	$	(52,335	)	$	(36,853	)

Other comprehensive income
Cumulative foreign currency translation adjustment		(612	)		(349	)		6,411			(2,671	)
Comprehensive loss	$	(15,424	)	$	(14,592	)	$	(45,924	)	$	(39,524	)

Weighted average number of shares outstanding - basic and diluted		130,085,501			130,085,501			130,085,501			130,085,501

Loss per share - basic and diluted	$	($0.00	)	$	($0.00	)	$	($0.00	)	$	($0.00	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

W&E Source Corp. and Subsidiaries
Condensed Interim Consolidated Statements of Cash Flows
For the Nine Months Ended March 31, 2023 and 2022
(Unaudited)

		March 31,			March 31,
		2023			2022

Cash Flow from Operating Activities
Net loss	$	(52,335	)	$	(36,853	)
Adjustments to reconcile net loss to net cash used in operating activities:

Imputed interest		2,169			210
Change in operating assets and liabilities:

Increase in prepaid and deposit		-			535
Increase (decrease) in accounts payable and accrued liabilities		(19,325	)		(1,107	)

Net cash used in operating activities		(69,491	)		(37,215	)

Cash Flows from Financing Activities
Net proceeds from related parties		64,208			37,805

Net cash provided by financing activities		64,208			37,805


Cumulative translation adjustment		5,244			(817	)

Net decrease in cash		(39	)		(227	)

Cash, beginning of period		853			2,248

Cash, end of period	$	814		$	2,021


Supplemental cash flows information
Interest paid	$	-		$	-
Income tax paid	$	-		$	-

Non cash investing and financing activities
Share issuance for debt settlement	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

W&E Source Corp. and Subsidiaries
Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficit
For the Three and Nine Months ended March 31, 2023 and 2022
Unaudited

	Shares		Stocks Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income			Accumulated Deficit			Total Shareholders' Deficit

Balance at June 30, 2021	130,085,501	$	13,009	$	1,217,106	$	3,465		$	(1,255,841	)	$	(22,261	)
Imputed Interest	-		-		38		-			-			38
Foreign currency translation adjustment	-		-		-		2,322			-			2,322
Net Loss	-		-		-		-			(12,065	)		(12,065	)
Balance at September 30, 2021 (Unaudited)	130,085,501	$	13,009	$	1,217,144	$	5,787		$	(1,267,906	)	$	(31,966	)
Imputed Interest	-		-		70		-			-			70
Foreign currency translation adjustment	-		-		-		(528	)		-			(528	)
Net Loss	-		-		-		-			(10,545	)		(10,545	)
Balance at December 31, 2021 (Unaudited)	130,085,501	$	13,009	$	1,217,214	$	5,259		$	(1,278,451	)	$	(42,969	)
Imputed Interest	-		-		103		-			-			103
Foreign currency translation adjustment	-		-		-		(2,671	)		-			(2,671	)
Net Loss	-		-		-		-			(14,243	)		(14,243	)
Balance at March 31, 2022 (Unaudited)	130,085,501	$	13,009	$	1,217,317	$	2,588		$	1,292,694			(59,780	)

Balance at June 30, 2022	130,085,501	$	13,009	$	1,217,646	$	8,541		$	(1,327,434	)	$	(88,238	)
Imputed Interest	-		-		588		-			-			588
Foreign currency translation adjustment	-		-		-		10,042			-			10,042
Net Loss	-		-		-		-			(20,748	)		(20,748	)
Balance at September 30, 2022 (Unaudited)	130,085,501	$	13,009	$	1,218,234	$	18,583		$	(1,348,182	)	$	(98,356	)
Imputed Interest	-		-		752		-			-			752
Foreign currency translation adjustment	-		-		-		(3,019	)		-			(3,019	)
Net Loss	-		-		-		-			(16,775	)		(16,775	)
Balance at December 31, 2022 (Unaudited)	130,085,501	$	13,009	$	1,218,986	$	15,564		$	(1,364,957	)	$	(117,398	)
Imputed Interest	-		-		833		-			-			833
Foreign currency translation adjustment	-		-		-		(612	)		-			(612	)
Net Loss	-		-		-		-			(14,812	)		(14,812	)
Balance at March 31, 2023 (Unaudited)	130,085,501	$	13,009		1,219,819		14,952			(1,379,769	)		(131,989	)

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

W&E Source Corp.

(Formerly News of China, Inc.)

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended March 31, 2023 and 2022
(Unaudited)

Note 1 - Organization, Nature of Operations and Basis of Presentation

W&E Source Corp. ("the Company") was incorporated in the State of Delaware on October 11, 2005 and is based in Montréal, Québec, Canada. The Company is providing air ticket reservations, hotel reservations and other travel related services.

On August 25, 2011, the Company incorporated a company called Airchn Travel Global, Inc. ("ATGI") in the State of Washington, USA. ATGI is a wholly owned subsidiary of the Company. ATGI focuses on a business segment of travel businesses which includes air ticket reservations, hotel reservations and other travel services.

On October 4, 2011, the Company incorporated a company called Airchn Travel (Canada) Inc. ("ATCI") in the Province of British Columbia, Canada. ATCI is a wholly owned subsidiary of ATGI. ATCI has a similar business segment as ATGI.

In January 2012, the Company changed its name from News of China, Inc. to W&E Source Corp. and increased its authorized shares to 500,000,000 shares. As a result of the name change, the Company's listing symbol on OTC Markets was also changed to WESC.

During the quarter ended March 31, 2012, the Company incorporated a company named Airchn Travel (Beijing) Inc. ("ATBI") in Beijing, China. ATBI is also a wholly owned subsidiary of ATGI. ATBI has a similar business segment as ATGI.

On December 15, 2012, Airchn Travel (Beijing) Inc., a wholly owned subsidiary of W&E Source Corp. (the "Company"), entered into the Share Purchase Agreement (the "Agreement") with Mr. Wu Hao (the "Seller"), a majority shareholder of Chengdu Baopiao Internet Co., Ltd. ("Baopiao"), to acquire part of his ownership in Baopiao which equals 51% of all issued and outstanding stock of Baopiao (the "Shares").

The Company will pay for the aggregate purchase price of RMB 2,550,000 for the Shares in cash and by assuming the Seller's debt to Baopiao in the amount of RMB1,800,000 (approximately US $289,000) (the "Debt"). According to the terms of the Agreement, the Company will assume the Debt upon execution of the Agreement and pay the Seller the remaining RMB750,000 of the purchase price within 20 days from the execution of the Agreement. Also at execution, the Company will pay Baopiao RMB200,000 as repayment of the Debt and satisfy the remaining Debt of RMB 1,600,000 within 20 days from the execution of the Agreement.

Also pursuant to the Agreement, the Seller will provide guaranties that other than the information including financial statements provided to the Company, Baopiao does not have any other debts, and no third party has any rights or liens on the assets of Baopiao. The Seller and Baopiao will also indemnify the Company against any damages, liabilities, losses and expenses which the Company may sustain or suffer due to any breach of the guaranties made by the Seller or Baopiao.

Baopiao has obtained the necessary shareholder approval for the transfer of the Shares and will register the transfer of the Shares with the applicable State Administration for Industry and Commerce within three days from the date of the Agreement.

In connection with the Agreement, the Company also entered into an agreement with the Seller and Baopiao that as an incentive for the management team of Baopiao, the Company will reserve up to 26 million shares of its common stock for issuance to the Baopiao employees upon achievement of certain milestones over the next three years.

The Share Purchase Agreement with Mr. Wu Hao was not completed in January 2013 and both the Company and Mr. Wu Hao agreed to terminate the agreement entered on December 15, 2012.

On June 6, 2022, certain shareholders of the Company entered into a Stock Purchase Agreement (the "SPA") with Hong Ba and Xingru (Christina) Chen for the sale and purchase of an aggregate of 118,123,001 shares of common stock of the Company. On June 8, 2022, the transaction contemplated by the SPA closed, representing approximately 90.8% of the Company's issued and outstanding common shares. For detail refer to the Form 8-K filed on June 10, 2022. It resulted in a change of control of the Company. Pursuant to the provisions of the SPA, effective June 8, 2022, Junjun Wu resigned as a member of the Board of Directors, Hong Ba continued to serve as a director, CEO and CFO of the Company and the Board of Directors appointed Christina Chen as a director of the Company.

Note 2 - Summary of Significant Accounting Policies

a. Basis of presentation.

The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X as promulgated by the Securities and Exchange Commission (the "SEC"). In the opinion of management, the financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading. The unaudited consolidated balance sheet information as of March 31, 2023 was derived from the consolidated audited financial statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022. These unaudited consolidated financial statements should be read in conjunction with the annual consolidated audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022, and other reports filed with the SEC. Operating results for the three and nine months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year ended June 30, 2023.

b. Foreign currency translation.

ATCI's and ATBI's functional currency for operations is the Canadian dollar and Chinese yuan. However, the Company's reporting currency is the U.S. dollar. Therefore, the consolidated financial statements for all periods presented have been translated into the U.S. dollar using the current rate method. Under this method, the income statement and the cash flows for each period have been translated into U.S. dollars using the average rate of the reporting period, and assets and liabilities have been translated using the exchange rate at the end of the period. All resulting exchange differences are reported in the cumulative translation adjustment account as a separate component of shareholders' equity. The foreign exchange rates were adopted as of March 31, 2023:

	RMB to USD	CAD to USD

Spots rate:	0.1456	0.7394
Average rate:	0.1438	0.7446

c. Principles of consolidation.

The consolidated statements include the accounts of the Company and its wholly owned subsidiaries, ATGI, ATCI and ATBI. All inter-company transactions and balances were eliminated.

d. Use of Estimates.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expense during the period. Actual results could differ from those estimates.

e. Loss per share.

Basic loss per share ("EPS") is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. EPS excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no dilutive securities as at March 31, 2023 and June 30, 2022.

f. Revenue recognition.

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue, which primarily consists of commission fees from air ticketing and hotel booking operations, is recognized as tickets and hotels are booked and non-cancellable, and is recorded on a net basis (that is, the amount billed to a customer less the amount paid to a supplier) as the Company acts as an agent in these transactions. Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. The implementation of ASC 606 did not have a material impact on the Company's consolidated financial statements. ASC 606 create a five-step model that requires entities to exercise judgement when considering the terms of contract, which includes (1) identifying the contracts or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligation, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company's revenue consists of revenue from providing travel consulting and travel arrangement advisory services ("service revenue"), and service revenue from travel schedule arrangements and advisory.

g. Cash and cash equivalents.

The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months or less of their acquisition date. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. As of March 31, 2023 and June 30, 2022, we have no cash equivalents.

i. Income taxes.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the Company recognizes future tax benefits, such as carryforwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The Company's net operating losses carryforwards are subject to Section 382 limitation.

j. Recently issued accounting pronouncements.

The Company does not expect that any recently issued accounting pronouncement will have a significant impact on the consolidated results of operations, financial position, or cash flows of the Company.

Recently Issued Accounting Pronouncements

On March 2021, the FASB issued Accounting Standards Update (ASU) 2021-03, "Intangibles-Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events" ("ASU 2021-03"). The amendments in ASU 2021-03 provide private companies and not-for-profit (NFP) entities with an accounting alternative to perform the goodwill impairment triggering event evaluation as required in FASB Accounting Standards Codification (FASB ASC) 350-20, Intangibles-Goodwill and Other-Goodwill, as of the end of the reporting period, whether the reporting period is an interim or annual period. An entity that elects this alternative is not required to monitor for goodwill impairment triggering events during the reporting period but, instead, should evaluate the facts and circumstances as of the end of each reporting period to determine whether a triggering event exists and, if so, whether it is more likely than not that goodwill is impaired. The amendments in this ASU are effective on a prospective basis for fiscal years beginning after December 15, 2019. Early adoption is permitted for both interim and annual financial statements that have not yet been issued as of March 31, 2023. The Company has adopted this ASU on the consolidated financial statements in the period ended March 31, 2023. The adoption had no material impact on the consolidated financial statements in the periods ended March 31, 2023 and 2022.

On April 2021, the FASB issued ASU 2021-04, "Earnings Per Share (Topic 260), Debt- Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging- Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options" ("ASU 2021-04") to clarify the accounting by issuers for modifications or exchanges of equity-classified warrants. The new ASU is available here and effective for all entities in fiscal years starting after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2021-04 on its consolidated financial statements. The adoption had no material impact on the consolidated financial statements in the periods ended March 31, 2023 and 2022.

On July 2021, the FASB issued ASU 2021-05, "Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments", which upon adoption requires a lessor to classify a lease with variable lease payments (that do not depend on a rate or index) as an operating lease on commencement date if classifying the lease as a sales-type or direct financing lease would result in a selling loss. The amendments in this ASU are effective for all entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The adoption had no material impact on the consolidated financial statements for the period ended March 31, 2023.

On July 2021, the FASB issued ASU 2021-07, "Stock Compensation (Topic 718): Stock Compensation" ("ASU 2021-07") to address the concerns from stakeholders about the cost and complexity of determining the fair value of equity-classified share-based awards for private companies. It specifically permits private companies to use 409A valuations prepared under US Treasury regulations to estimate the fair value of certain awards under ASC 718. The Update is effective for private companies in fiscal years starting after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2021-07 on its consolidated financial statements. The adoption had no material impact on the consolidated financial statements in the periods ended March 31, 2023 and 2022.

On August 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08") to require an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with revenue recognition guidance as if the acquirer had originated the contract. That is, such acquired contracts will not be measured at fair value. ASU 2021-08 is effective for privately held companies with fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of ASU 2021-08 on its consolidated financial statements.

Note 3 - Going Concern

As reflected in the accompanying consolidated financial statements, the Company had accumulated deficits of $1,379,769 and $1,327,434 as of March 31, 2023 and June 30, 2022, and net losses of $52,335 and $36,853, respectively, for the nine months ended March 31, 2023 and 2022. The Company currently has business activities to generate funds for its own operations, however, has not yet achieved profitable operations. These factors raise substantial doubt about our ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the current actions to obtain additional funding from independent investors or from the management and to implement its strategic plans should allow the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

Note 4 - Prepayment

As of March 31, 2023, the Company prepaid a security deposit of $11,091 (CAD$15,000) (June 30, 2022 - $11,653 (CAD$15,000)) to Consumer Protection British Columbia Province for the guarantee of service quality.

Note 5 - Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities of $29,235 as of March 31, 2023 (June 30, 2022 - $49,310) consists of vendor payables of $4,655 in legal fees, $8,690 in audit and accounting fees, $1,102 in stock transfer agent fees and filing fees and $14,788 in other payables to a former shareholder of the Company advanced for operating expenses.

Note 6 - Related Parties

Mrs. Hong Ba serves as the Chief Executive Officer and Director of the Company. Mr. Feng Li, the husband of Mrs. Hong Ba, is the owner of the Canada Airchn Financial Inc. ("CAFI"). The shareholders make advances to the Company from time to time for the Company's operations. These advances are due on demand and non-interest bearing.

As of March 31, 2023, there was $114,698 (June 30, 2022 - $51,474) due to related parties in total.

As of March 31, 2023, the CEO of the Company advanced $43,162 (June 30, 2022 - $28,910) to the Company for operating expenditures.

During the nine months ended March 31, 2023, a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO, charged the Company $5,361 (CAD$7,200) (March 31, 2022 - $5,710 (CAD$7,200) in rent and the debt of $15,971 has been due to the related party (June 30, 2022 - $11,187).

As of March 31, 2023, Mr. Feng Li advanced $4,086 (June 30, 2022 - $3,529) to the Company for operating expenditures.

As of March 31, 2023, the Company has received advances of $51,270 (June 30, 2022 - $7,633) for operating expenditures from a related party, a director of the Company.

As of March 31, 2023, the Company has received an advance of $209 (June 30, 2022 - $214) for operating expenditure from a related party who was an over 10% shareholder of the Company.

Note 7 - Commitment and Contingencies

The Company leases an office space in Canada for a term under month by month operating lease agreement. Monthly rent is $635 (CAD$800).

2023	CAD $9,600
2024	CAD $9,600
2025	CAD $9,600
2026	CAD $9,600
2027	CAD $9,600

For each of the nine months ended March 31, 2023 and 2022, the Company recorded a rent expense of $5,361 (CAD$7,200) and $5,710 (CAD$7,200), respectively.

Note 8 - Common Stock

As the filing date of the unaudited condensed interim consolidated financial statements, there are 130,085,501 shares issued and outstanding.

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all references to "common shares" refer to the common shares of our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "W&E Source Corp.", "the Company" means W&E Source Corp., unless otherwise indicated.

Corporate Overview

The Company has identified the global tourism market as its first investment target. As it currently exists, the tourism industry is fragmented into various geographic regions. We believe that approaching this industry from a global perspective is an emerging market with tremendous growth potential. We plan to set up and/or acquire offices in various regions of the world and through them, develop the local tourism industry and expand our local tourism market. Ultimately, we plan to unify and manage our regional offices and to market our global services through the internet.

We have set up three subsidiaries, Airchn Travel Global, Inc. in Seattle, Washington ("ATGI") and Airchn Travel (Canada) Inc., in Vancouver, British Columbia in Canada ("ATCI") and Airchn Travel (Beijing) Inc. in Beijing, China ("ATBI"). Our Beijing office has been closed as of March 31, 2023 due to lack of business and to reduce operating costs.

We are engaged in services such as airline and cruise ticketing, customized and packaged tours, travel blogs, travel magazines, sales of travel related merchandise, group hotel reservations, business travel arrangements, conference travel arrangements, car rental and admission ticket sale for local tourist attractions.

We will continue to explore other business growth opportunities, regardless of industry, in order to diversify our business operations and investments.

On January 17, 2012, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to change its name from News of China, Inc. to W&E Source Corp. In connection the name change, our listing symbol also changed from "NWCH" to "WESC." In addition, the Company also increased its total authorized shares to 500,000,000 to anticipate future financing through the issuance of our equity or convertible debt to finance our business.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three and nine months ended March 31, 2023 and 2022 contained in this Report.

Three Months Ended March 31, 2023 and 2022:

		Three Months Ended			Three Months Ended
		March 31,			March 31,
		2023			2022
Expenses
General and administrative expenses	$	(14,491	)	$	(16,128	)
Imputed interest expenses		(832	)		(102	)
Foreign currency exchange loss		511			1,987
Net loss	$	(14,812	)	$	(14,243	)

Revenues

We had no revenue for the three months ended March 31, 2023 and 2022, mainly due to the decrease in our travel business arrangement income caused by the negative impact on the COVID-19 pandemic globally, although it has ended.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2023 decreased by $1,637 or 11%, compared with the same period in 2022. The decrease was mainly due to a decrease in legal fees and filing fees.

Net loss

We had net losses of $14,812 and $14,243 for the three months ended March 31, 2023 and 2022, respectively, an increase of $569 or 4%, and had an accumulated deficit of $1,379,769 since the inception of our business as at March 31, 2023. The increase in net loss is mainly attributable to a decrease in foreign currency exchange loss and an increase in the imputed interest expense incurred in connection with the advanced from related parties for operating expenses during the quarter ended March 31, 2023, partially offset by a decrease in general and administrative expenses from the quarter ended March 31, 2022.

Nine Months Ended March 31, 2023 and 2022:

		Nine Months Ended			Nine Months Ended
		March 31,			March 31,
		2023			2022
Expenses
General and administrative expenses	$	(44,894	)	$	(36,790	)
Imputed interest expenses		(2,169	)		(210	)
Foreign currency exchange loss		(5,272	)		147
Net loss	$	(52,335	)	$	(36,853	)

Revenues

We had no revenue for the nine months ended March 31, 2023 and 2022, mainly due to the decrease in our travel business arrangement income caused by the negative impact on the COVID-19 pandemic globally, although it has ended.

General and administrative expenses

General and administrative expenses for the nine months ended March 31, 2023 increased by $8,104 or 22%, compared with the same period in 2022. The increase was mainly due to an increase in audit and accounting fees and filing fees.

Net loss

We had net losses of $52,335 and $36,853 for the nine months ended March 31, 2023 and 2022, respectively, an increase of $15,482 or 42%, and had an accumulated deficit of $1,379,769 since the inception of our business as at March 31, 2023. The increase in net loss is mainly attributable to an increase of general and administrative expenses, the imputed interest expense incurred in connection with the advanced from related parties for operating expenses during the quarter ended March 31, 2023 and the increase in foreign currency exchange loss from the quarter ended March 31, 2022.

Liquidity and Capital Resources

Our financial condition at the end of March 31, 2023 and June 30, 2022 are summarized as follows:

Working Capital

		March 31, 2023			June 30, 2022
Current Assets	$	853		$	893
Current Liabilities		(143,933	)		(100,784	)
Working Capital	$	(143,080	)	$	(99,891	)

Our working capital deficit increased from the previous year-end and current assets were still insufficient to cover liabilities; the deficit magnitude increased by $43,189due to an increase in amounts due to related parties.

Cash Flow

		March 31, 2023			March 31, 2022
Cash used in operating activities	$	(69,491	)	$	(37,215	)
Cash provided by financing activities		64,208			37,805
Cumulative translation adjustment		5,245			(817	)
Net decrease in cash	$	(39	)	$	(227	)

Cash Used in Operating Activities

For the nine months ended March 31, 2023, our cash used in operating activities increased by $32,276 or 87% to $69,491, compared with $37,215 for the nine months in the prior year as of March 31, 2022. The increase is mainly due to an increase in net loss and due to related parties.

Cash Used in Investing Activities

For the nine months ended March 31, 2023 and 2022, we have no cash investing activities as compared with the same period last year.

Cash Provided by Financing Activities

For the nine months ended March 31, 2023, the Company received advanced $64,208 for operating expenses, compared with $37,805 in the same period in 2022.

Cash Requirements

Over the next 12 months, we anticipate that we will incur the following operating expenses:

Expense		Amount
General and administrative	$	5,000
Professional fees		50,000
Foreign currency exchange loss		5,000
Total	$	60,000

Our Director, Christina Chen, has committed to providing our working capital requirements for the next 12 months.

Management believes that the Company will be able to raise sufficient capital to meet our working capital requirements for the next 12-month period. Management is currently seeking financing opportunities to meet our estimated funding requirements for the next 12 months primarily through private placements of our equity securities.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Transactions with related parties

As of March 31, 2023, there was $114,698 (June 30, 2022 - $51,474) due to related parties in total.

As of March 31, 2023, the CEO of the Company advanced $43,162 (June 30, 2022 - $28,910) to the Company for operating expenditures.

As of March 31, 2023, Mr. Feng Li advanced $4,086 (June 30, 2022 - $3,529) to the Company for operating expenditures.

As of March 31, 2023, the Company has received advances of $51,270 (June 30, 2022 - $7,633) for operating expenditures from a related party, a director of the Company.

As of March 31, 2023, the Company has received an advance of $209 (June 30, 2022 - $214) for operating expenditure from a related party who was an over 10% shareholder of the Company.

Off Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Recently Issued Accounting Standards

We continue to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards has been disclosed in the Footnotes to the financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain "disclosure controls and procedures", as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal accounting officer to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer, evaluated our company's disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective due to the material weaknesses described in Management's annual report on internal control over financial reporting contained in our Annual Report on Form 10-K for the year ended June 30, 2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

As of the date of this filing, there have been no material changes from the risk factors disclosed in Part I, Item 1A (Risk Factors) contained in our Annual Report on Form 10-K for the year ended June 30, 2022. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect out operations. The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K for the year ended June 30, 2022 may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation (attached as an exhibit to our registration statement on Form SB-2 filed September 25, 2006)
3.2	Certificate of Amendment of Certificate of Incorporation (incorporated by reference to an exhibit to the Quarter Report on form 10-Q filed on February 10, 2012)
3.3	By-Laws (attached as an exhibit to our registration statement on Form SB-2 filed September 25, 2006)

(31)	Section 302 Certification
31.1*	Certification Statement of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 906 Certification
32.1*	Certification Statement of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	Interactive Data Files
101.INS	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

W&E Source Corp.

/s/ Hong Ba
Hong Ba
CEO and CFO
Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer

Date: May 22, 2023