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 December 31, 2020 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.
COVID-19
In December 2019, a novel strain of coronavirus, COVID-19, was first detected in
Wuhan, China, and has since spread to other regions, including Europe and North
America. On March 11, 2020, the World Health Organization declared that the
rapidly spreading COVID-19 outbreak was a global pandemic ("COVID-19 pandemic").
In response to the pandemic, many governments around the world have implemented,
and continue to implement, a variety of measures to reduce the spread of
COVID-19, including travel restrictions and bans, instructions to residents to
practice social distancing, quarantine advisories, shelter-in-place orders and
required closures of non-essential businesses. These government mandates have
forced many of the companies on whom our business relies, including hotels and
other accommodation providers and airlines, to seek government support in order
to continue operating, to curtail drastically their service offerings or to
cease operations entirely. Further, these measures have materially adversely
affected, and may further adversely affect, consumer sentiment and discretionary
spending patterns, economies and financial markets, and our customers. The
COVID-19 pandemic and the resulting economic conditions and government orders
have resulted in a material decrease in consumer spending and an unprecedented
decline in travel activities and consumer demand for related services. Our
financial results and prospects are almost entirely dependent on the sale of
such travel-related services. Our results for the quarter ended December 31,
2020 have been significantly and negatively impacted, with a material decline in
gross travel bookings and total revenues as compared to the corresponding period
in 2019. We expect to continue to see severely reduced new travel reservation
bookings as compared to 2019 levels for the foreseeable future, which will have
a materially adverse impact on our business, financial condition, results of
operations and cash flows. Due to the uncertain and rapidly evolving nature of
current conditions around the world, we are unable to predict accurately the
impact that the COVID-19 pandemic will have on our business going forward. With
the continued spread of COVID-19 in the United States and various other
countries, we expect the pandemic and its effects to continue to have a
significant adverse impact on our business for the duration of the pandemic,
during any resurgences of the pandemic and during the subsequent economic
recovery, which could be an extended period of time.
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Results of Operations
The following summary of our results of operations should be read in conjunction
with our unaudited financial statements for the quarters ended December 31, 2020
and 2019 contained in this Report.
Six Months Ended December 31, 2020 and 2019:
Six Months Ended Six Months Ended
December 31, December 31,
2020 2019
Revenues $ - $ 493
Expenses
General and administrative expenses (24,968 ) (22,348 )
Interest expenses (14,326 ) -
Gain on debt settlement 90,433 -
Foreign currency exchange gain (loss) 5,256 (6,129 )
Net income (loss) $ 56,395 $ (27,984 )
Revenues
We have generated total revenues of $Nil from operations during the six months
ended December 31, 2020 as compared to $493 for the same period in 2019, an
decrease of $493 or 100%. The decrease was mainly due to the decrease in our
travel business arrangement income caused by the covid-19 pandemic globally in
the period ended December 30, 2020.
General and administrative expenses
General and administrative expenses for the six months ended December 31, 2020
increased by $2,620 or 10%, compared with the same period in 2019 primarily
because of increased operating cost in professional expenses due to share
issuance.
Net loss
We had net income of $56,395 and net losses of $27,984 for the six months ended
December 31, 2020 and 2019, respectively, an increase of income of $56,395 or
100%, and had an accumulated deficit of $1,226,623 since the inception of our
business as at December 31, 2020. The increase in net income is mainly
attributable to an increase in gain on debt settlement and an increase in
foreign exchange gain although no sales revenue and an increase of general and
administrative expenses and imputed interest expenses accrued on advanced share
issuance.
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Three Months Ended December 31, 2020 and 2019:
Three Months Ended Three Months Ended
December 31, December 31,
2020 2019
Revenues $ - $ 380
Expenses
General and administrative
expenses (13,770 ) (10,970 )
Interest expenses (1,160 ) -
Gain on debt settlement 90,433 -
Foreign currency exchange gain
(loss) 7,360 5,005
Net income (loss) $ 82,863 $ (5,585 )
Revenues
We have generated total revenues of $Nil from operations during the three months
ended December 31, 2020 as compared to $380 for the same period in 2019, a
decrease of $380 or 100%. The decrease was mainly due to the decrease in our
travel business arrangement income caused by the covid-19 pandemic globally in
the period ended December 30, 2020.
General and administrative expenses
General and administrative expenses for the three months ended December 31, 2020
increased by $2,800 or 20%, compared with the same period in 2019 primarily
because of increased operating cost in share issuance expenses.
Net loss
We had net income of $82,863 and net losses of $5,585 for the three months ended
December 31, 2020 and 2019, respectively, an increase of $82,863 or 100%, and
had an accumulated deficit of $1,226,623 since the inception of our business as
at December 31, 2020. The increase in net income is mainly attributable to an
increase in gain on debt settlement and an increase in foreign exchange gain
although no sales revenue and an increase of general and administrative expenses
and imputed interest expenses accrued on advanced share issuance.
Liquidity and Capital Resources
Our financial condition at the end of December 31, 2020 and June 30, 2020 are
summarized as follows:
Working Capital
December 31, June 30,
2020 2020
Current Assets $ 8,584 $ 3,546
Current Liabilities (12,789 ) (213,480 )
Working Capital $ (4,205 ) $ (209,934 )
Our working capital deficit decreased from the previous year and current assets
were still insufficient to cover liabilities; the deficit magnitude decreased by
$205,729 due to debt settlements by share issuance.
Cash Flows
December 31, December 31,
2020 2019
Cash provided by (used in) operating activities $ 3,417 $ (27,303 )
Cash provided by financing activities
13,405 29,815
Cumulative translation adjustment (11,787 ) (2,121 )
Net increase (decrease) in cash $ 5,035 $ 391
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Cash Used in Operating Activities
For the six months ended December 31, 2020, our cash provided by (used in)
operating activities decreased by $31,912 or 116% to $3,417, compared with
$(27,303) for the six months in the prior year. The decrease is mainly due to
debts settlement by share issuance compared with the six months in the prior
year.
Cash Used in Investing Activities
For the three months ended December 31, 2020 and 2019, we have no cash investing
activities as compared from the same period last year.
Cash Provided by Financing Activities
For the six months ended December 31, 2020, the Company received $13,405 from
financing activities in the form of cash advances for future share issuances
from a related party compared with $29,815 in the same period in 2019.
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 CEO, Hong Ba, 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.
Recent Events
On December 14, 2020, the Company entered into Debt Cancellation Agreement (the
"Debt Cancellation Agreement") with each of Maotang Bai, Yongsheng Liang,
Qinrong Gao and Shanxi Ai Chen Technology Ltd., who were each creditors to the
Company with a total outstanding aggregate balance of US$237,981 (the "Debts").
Pursuant to the Debt Cancellation Agreement the Company agreed to issue an
aggregate total of 47,596,110 shares of its common stock, $0.0001 par value per
share (the "Shares"), at the conversion rate of US$0.005 per share as full
payment for the Debts. Upon issuance and delivery of the Shares, the Debts were
fully paid and the Company no longer had any obligations to the creditors under
the Debts. The foregoing description of the Debt Cancellation Agreement is
qualified in its entirety by reference to the full text of the Debt Cancellation
Agreement, which is filed as Exhibit 10.1 to this Quarterly Report, and is
incorporated herein by reference.
Transactions with related persons
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 the three and six months ended December 31, 2020, the CEO of the Company
advanced $322 (June 30, 2020 - $140) to the Company for operating expenditure.
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On December 14, 2020, the CEO of the Company assigned the debt owed to her by
the Company to a transferee who entered into a debt cancellation agreement to
convert the debt of $10,584 into 2,116,804 common shares of the Company at a
price of $0.005 per share.
During the period ended December 31, 2020, a company owned by Feng Li, the
husband of Mrs. Hong Ba, our CEO, charged the Company $3,655 (Cnd$4,800) (2020 -
$3,668) in rent and the debt of $33,402 (2020 - $23,562) owed to such company
was assigned to a transferee who entered into a debt cancellation agreement to
convert the debt into 6,680,448 common shares of the Company at a price of
$0.005 per share
As of the period ended December 31, 2020, Li Feng, the husband of Mrs. Hong Ba,
our CEO, advanced $1,550 (December 31, 2020 - $1,100) to the Company for
operating expenditures. On December 14, 2020, Mr. Li assigned the debt owed to
him by the Company to a transferee who entered into a debt cancellation
agreement to convert the debt into 310,000 common shares of the Company at a
price of $0.005 per share.
As of December 31, 2020, the Company has received advances for future share
issuance of $192,444 (June 30, 2020 - $149,304) and an advance of $211 (June 30,
2020 - $209) for operating expenditure from a related party who is an over 10%
shareholder of the Company and the Company expensed $14,326 (June 30, 2020 -
Nil) in imputed interest on the accumulated amount of advances for future share
issuance. On December 14, 2020, such related party assigned the debt owed to him
by the Company to a transferee who entered into a debt cancellation agreement to
convert the debt into 38,488,858 common shares of the Company at a price of
$0.005 per share.
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.
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