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<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">
<b>Note 1 – Organization, Nature of Operations and Basis of Presentation</b>
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
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 OTCQB is also changed to WESC.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">During the period 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.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
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”).
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
The Company will pay for the aggregate purchase price of RMB2,550,000
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 RMB1,600,000
within
20
day from the execution of the Agreement.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
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.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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.</p>
500000000
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<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">
<b>Note 2 – Summary of Significant Accounting Policies</b>
</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>a.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Basis of presentation.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 consolidated balance sheet information as of June 30, 2016 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, 2016. These 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, 2016, and other reports filed with the SEC. Operating results for the six months ended December 31, 2016 are not necessarily indicative of the results that may be expected for the full year ended June 30, 2017.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>b.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Foreign currency translation.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">ATCI's and ATBI’s functional currency for operations and expenditure is the Canadian dollar and Chinese Yuan. However, the Company's reporting currency is in U.S. dollar. Therefore, the financial statements for all periods presented have been translated into 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 stockholders’ equity.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>c.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Principles of consolidation.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The unaudited 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.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>d.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Use of Estimates.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The preparation of 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 financial statements and the reported amounts of revenues and expense during the period. Actual results could differ from those estimates.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>e.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Loss per share.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">Basic loss per share (“EPS”) is computed by dividing net income 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 at December 31, 2016 and June 30, 2016.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>f.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Revenue recognition.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 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.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>g.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Cash and cash equivalents.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 December 31, 2016 and June 30, 2016, we have no cash equivalents.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>h.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Income taxes.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 carry forwards, 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. Company’s net operating losses carry forwards are subject to Section 382 limitation.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>i.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Recently issued accounting pronouncements.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The Company does not expect that any recently issued accounting pronouncement will have a significant impact on the results of operations, financial position, or cash flows of the Company.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
<b>
<u>Recently Issued Accounting Pronouncements</u>
</b>
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”. The amendments in ASU 2015-11 require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”. The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments”. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of ASU 2015-16 is not expected to have a material impact on the Company’s consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in this ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments in ASU 2016-01, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance permits early adoption of the own credit provision. In addition, the new guidance permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In March 2016, the FASB issued ASU 2016-03, “Intangibles-Goodwill and Other (Topic 350); Business Combinations (Topic 805); Consolidation (Topic 810); Derivatives and Hedging (Topic 815): Effective Date and Transition Guidance”. The amendments in this ASU make the guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 effective immediately by removing their effective dates. The amendments also include transition provisions that provide that private companies are able to forgo a preferability assessment the first time they elect the accounting alternatives within the scope of this ASU. Any subsequent change to an accounting policy election requires justification that the change is preferable under Topic 250, Accounting Changes and Error Corrections. The amendments in this ASU also extend the transition guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 indefinitely. While this ASU extends transition guidance for Updates 2014-07 and 2014-18, there is no intention to change how transition is applied for those two ASUs. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">j.</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Going Concern.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $1,099,159, and a net loss for the quarters ended December 31, 2016 and 2015 of $14,027
and $12,796, respectively. 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.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>a.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Basis of presentation.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 consolidated balance sheet information as of June 30, 2016 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, 2016. These 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, 2016, and other reports filed with the SEC. Operating results for the six months ended December 31, 2016 are not necessarily indicative of the results that may be expected for the full year ended June 30, 2017.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>b.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Foreign currency translation.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">ATCI's and ATBI’s functional currency for operations and expenditure is the Canadian dollar and Chinese Yuan. However, the Company's reporting currency is in U.S. dollar. Therefore, the financial statements for all periods presented have been translated into 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 stockholders’ equity.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>c.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Principles of consolidation.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The unaudited 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.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>d.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Use of Estimates.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The preparation of 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 financial statements and the reported amounts of revenues and expense during the period. Actual results could differ from those estimates.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>e.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Loss per share.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">Basic loss per share (“EPS”) is computed by dividing net income 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 at December 31, 2016 and June 30, 2016.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>f.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Revenue recognition.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 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.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>g.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Cash and cash equivalents.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 December 31, 2016 and June 30, 2016, we have no cash equivalents.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>h.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Income taxes.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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 carry forwards, 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. Company’s net operating losses carry forwards are subject to Section 382 limitation.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">
<b>i.</b>
</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Recently issued accounting pronouncements.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">The Company does not expect that any recently issued accounting pronouncement will have a significant impact on the results of operations, financial position, or cash flows of the Company.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
<b>
<u>Recently Issued Accounting Pronouncements</u>
</b>
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”. The amendments in ASU 2015-11 require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”. The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments”. The amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of ASU 2015-16 is not expected to have a material impact on the Company’s consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in this ASU are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments in ASU 2016-01, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance permits early adoption of the own credit provision. In addition, the new guidance permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">In March 2016, the FASB issued ASU 2016-03, “Intangibles-Goodwill and Other (Topic 350); Business Combinations (Topic 805); Consolidation (Topic 810); Derivatives and Hedging (Topic 815): Effective Date and Transition Guidance”. The amendments in this ASU make the guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 effective immediately by removing their effective dates. The amendments also include transition provisions that provide that private companies are able to forgo a preferability assessment the first time they elect the accounting alternatives within the scope of this ASU. Any subsequent change to an accounting policy election requires justification that the change is preferable under Topic 250, Accounting Changes and Error Corrections. The amendments in this ASU also extend the transition guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 indefinitely. While this ASU extends transition guidance for Updates 2014-07 and 2014-18, there is no intention to change how transition is applied for those two ASUs. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%">
<tr>
<td width="5%"> </td>
<td valign="top" width="5%">j.</td>
<td>
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">
<b>Going Concern.</b>
</p>
</td>
</tr>
</table>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $1,099,159, and a net loss for the quarters ended December 31, 2016 and 2015 of $14,027
and $12,796, respectively. 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.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.</p>
1099159
14027
12796
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">
<b>Note 3 - Accounts Payable and Accrued Liabilities</b>
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
Accounts payable and accrued liabilities of $1,116
as of December 31, 2016 (June 30, 2016 - $13,245) consists of a payment for vendor (hotel) of $550
(June 30, 2016 –
572), various vendors of $307
(June 30, 2016 - $12,673) in operating expenses and credit card of $259
(June 30, 2016 - $Nil).
</p>
1116
13245
550
572
307
12673
259
0
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">
<b>Note 4 – Related Parties</b>
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">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”). Mr. Chen Xi Shi is the former Chief Financial Officer and Director of the Company. 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.</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
During the six months ended December 31, 2016, a Company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO, charged the Company $3,638
(2015 - $3,631) in rent and $3,575
(June 30, 2016 - $Nil) is outstanding.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
During the six months ended December 31, 2016, the former director of the Company transferred the debt of $25,920
in full to a related party, the sister in law of the CEO of the Company, and the debt was settled in exchange for the issuance of
4,712,727
common shares of the Company at fair value of $0.0055
per share.
</p>
3638
3631
3575
0
25920
4712727
0.0055
<p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">
<b>Note 5 – Common Stock</b>
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
The Company is authorized to issue
500,000,000
shares of common stock with par value of $0.0001.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
As of December 31, 2016 and June 30, 2016,
82,489,391
and
63,438,300
shares of common stock were issued and outstanding, respectively.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
On August 5, 2016, the Company issued
19,051,091
common shares of the Company to settle the debts payable of $25,920
to a related party and $78,861
to an independent party of the Company for the share issuance advance at fair value of $0.0055
per share, respectively.
</p>
<p align="justify" style="margin-left: 5%; font-family: times new roman,times,serif; font-size: 10pt;">
During the six months ended December 31, 2016 and twelve months ended June 30, 2016, the Company has received $30,276
and $79,098, respectively, advanced for a future share issuance from an independent third party, which amounts do not bear interest and are due on demand. On August 5, 2016, the Company issued
14,338,364
common shares of the Company to such independent party in cancellation of the debt of $78,861
owed to such party at such time.
</p>
500000000
0.0001
82489391
63438300
19051091
25920
78861
0.0055
30276
79098
14338364
78861