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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2021~~ 2022 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	(I.R.S. Employer
of incorporation or organization	Identification No.)

Delaware Intercorp, Inc., 113 Barksdale Professional Center, Newark, DE 19711

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (450) 443-1153

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

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

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 (check one):

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of December 31, ~~2020~~2021, was $723,~~701~~635. All executive officers, directors and holders of 5% or more of our outstanding common stock have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.

As of ~~January~~October 1413, 2022, there were 130,085,501 shares of the issuer's common stock, $0.0001 par value per share, issued and outstanding.

TABLE OF CONTENTS

PART I	1
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS	2
ITEM 1B. UNRESOLVED STAFF COMMENTS	9
ITEM 2. PROPERTIES	9
ITEM 3. LEGAL PROCEEDINGS	9
ITEM 4. MINE SAFETY DISCLOSURES	9
PART II	10
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6. SELECTED FINANCIAL DATA	11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A. CONTROLS AND PROCEDURES	15
ITEM 9B. OTHER INFORMATION	17
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	17
PART III	17
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11. EXECUTIVE COMPENSATION	21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	24
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	26
PART IV	27
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	27
ITEM 16. FORM 10-K SUMMARY	28
SIGNATURES	29

PART I	1
ITEM 1. BUSINESS	2
ITEM 1A. RISK FACTORS	2
ITEM 1B. UNRESOLVED STAFF COMMENTS	9
ITEM 2. PROPERTIES	9
ITEM 3. LEGAL PROCEEDINGS	9
ITEM 4. MINE SAFETY DISCLOSURES	9
PART II	10
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6. SELECTED FINANCIAL DATA	11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A. CONTROLS AND PROCEDURES	15
ITEM 9B. OTHER INFORMATION	17
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	17
PART III	17
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11. EXECUTIVE COMPENSATION	21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	25
PART IV	26
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	26
ITEM 16. FORM 10-K SUMMARY	27
SIGNATURES	28

PART I

ITEM 1. BUSINESS

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

As used in this report, the terms "we", "us", "our", "W&E Source Corp." 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"), 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 June 30, ~~2021~~2022 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 with 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.

~~Employees~~On June 6, 2022, certain stockholders of the Company entered into a Stock Purchase Agreement (the "SPA") with Hong Ba and Christina Chen for the sale and purchase of an aggregate of 118,123,001 shares of common stock of the Company. One June 8, 2022, the transaction contemplated by the SPA closed, representing approximately 90.8% of the Company's issued and outstanding common shares. It resulted in change of control of the Company with Christina Chen owning approximately 70% of the Company's outstanding stock. Effective June 8, 2022, Junjun Wu resigned as member of the Board of Directors and the Board appointed Christina Chen as a new director of the Company. Hong Ba continues to serve as a director, CEO and CFO of the Company.

As of June 30, 2021, we have one part time consultant, who is responsible for sales of the various travel products and consulting services we offer. We have not experienced any labor disputes and we believe we have good relationships with our employees. We are not a party to any collective bargaining agreements.Employees

~~Research~~As of June 30, 2022, we have one part time consultant, who is responsible for sales of the various travel products and ~~Development~~consulting ~~Expenditures~~services we offer. We have not experienced any labor disputes and we believe we have good relationships with our employees. We are not a party to any collective bargaining agreements.

WeResearch ~~did not incur expenditures in research~~ and ~~development~~Development ~~over the last fiscal year.~~Expenditures

~~Intellectual~~We ~~Property~~did not incur expenditures in research and development over the last fiscal year.

WeIntellectual ~~do not own, either legally or beneficially, any patent or trademark.~~Property

~~ITEM~~We ~~1A.~~do ~~RISK~~not ~~FACTORS~~own, either legally or beneficially, any patent or trademark.

~~Our~~ITEM ~~common shares are considered speculative~~1A. ~~Prospective~~RISK ~~investors should consider carefully the risk factors set out below.~~FACTORS

~~Risks~~Our ~~Related~~common Toshares ~~Our~~are ~~Business~~considered speculative. Prospective investors should consider carefully the risk factors set out below.

~~Our~~Risks ~~revenue~~Related isTo ~~derived~~Our ~~from the global travel industry and a prolonged or substantial decrease in global travel volume, as well as other industry trends, could adversely affect us.~~Business

Our revenue is derived from the global travel industry. Asand a ~~result,~~prolonged ~~our~~or ~~revenue~~substantial isdecrease ~~directly~~in ~~related~~global ~~to the overall level of~~ travel ~~activity~~volume, ~~and~~as iswell ~~therefore~~as ~~significantly~~other ~~impacted~~industry ~~by declines in~~trends, orcould ~~disruptions~~adversely ~~to,~~affect ~~travel in any region due to factors entirely outside of our control~~us. ~~Such factors include:~~

• Our revenue is derived from the global ~~security~~travel ~~issues,~~industry. ~~political~~As ~~instability~~a result, ~~acts~~our orrevenue ~~threats~~is directly related to the overall level of ~~terrorism~~travel activity, ~~hostilities~~and is therefore significantly impacted by declines in, or ~~war~~disruptions ~~and~~to, ~~other political~~travel ~~issues~~in ~~that~~any ~~could~~region ~~adversely~~due ~~affect~~to ~~global~~factors ~~air~~entirely ~~travel~~outside ~~volume;~~of our control. Such factors include:

• ~~epidemics~~global orsecurity ~~pandemics~~issues, ~~such~~political ~~as COVID-19~~instability, ~~H1N1~~acts ~~"swine"~~or ~~flu,~~threats ~~avian~~of ~~flu~~terrorism, ~~Severe~~hostilities ~~Acute~~or ~~Respiratory~~war ~~Syndrome~~and ~~("SARS")~~other ~~and~~political ~~Ebola~~issues ~~virus~~that ~~disease~~could adversely affect global air travel volume;

• ~~natural~~epidemics ~~disasters~~or pandemics, such as ~~hurricanes~~COVID-19, ~~volcanic~~H1N1 ~~activity~~"swine" ~~and~~flu, ~~resulting~~avian ~~ash clouds~~flu, ~~earthquakes~~Severe Acute Respiratory Syndrome ("SARS") and ~~tsunamis~~ Ebola virus disease;

• general economic conditions, particularly to the extent that adverse conditions may cause a decline in travel volume, such as the crisis in the global credit and financial markets, diminished liquidity and credit availability, declines in consumer confidence and discretionary income, declines in economic growth, increases in unemployment rates and uncertainty about economic stability;2

• ~~the~~natural ~~financial condition of travel suppliers~~disasters, ~~including airlines and hotels, and the impact of any changes~~ such as ~~airline~~hurricanes, ~~bankruptcies~~volcanic oractivity ~~consolidations on the cost~~ and ~~availability~~resulting ofash ~~air~~clouds, ~~travel~~earthquakes and ~~hotel rooms~~tsunamis;

2• general economic conditions, particularly to the extent that adverse conditions may cause a decline in travel volume, such as the crisis in the global credit and financial markets, diminished liquidity and credit availability, declines in consumer confidence and discretionary income, declines in economic growth, increases in unemployment rates and uncertainty about economic stability;

• ~~changes~~the tofinancial ~~laws~~condition ~~and~~of ~~regulations~~travel ~~governing~~suppliers, ~~the~~including ~~airline~~airlines and ~~travel~~hotels, ~~industry~~ and the ~~adoption~~impact of ~~new~~any ~~laws~~changes ~~and~~such ~~regulations~~as ~~detrimental~~airline tobankruptcies ~~operations,~~or ~~including~~consolidations ~~environmental~~on the cost and ~~tax~~availability ~~laws~~of air travel and ~~regulations~~hotel rooms;

• ~~fuel~~changes ~~price~~to ~~escalation~~laws and regulations governing the airline and travel industry and the adoption of new laws and regulations detrimental to operations, including environmental and tax laws and regulations;

• ~~work~~fuel ~~stoppages~~price ~~or labor unrest at any of the major airlines or other travel suppliers or at airports~~escalation;

• ~~increased~~work ~~security,~~stoppages ~~particularly~~or ~~airport~~labor ~~security~~unrest ~~that~~at ~~could~~any ~~reduce~~of the ~~convenience~~major ofairlines ~~air~~or other travel suppliers or at airports;

• ~~travelers'~~increased ~~perception of the occurrence of travel-related accidents~~security, ~~of the environmental impact of air travel,~~ particularly inairport ~~regards~~security tothat ~~CO2~~could ~~emissions,~~reduce ~~or of~~ the ~~scope,~~convenience ~~severity and timing~~ of ~~the~~air ~~other factors described above~~travel; ~~and~~

• ~~changes~~travelers' perception of the occurrence of travel-related accidents, of the environmental impact of air travel, particularly in ~~occupancy~~regards to CO2 emissions, or of the scope, severity and ~~room~~timing ~~rates~~of ~~achieved~~the byother ~~hotels.~~factors described above; and

If• changes ~~there were to be a prolonged substantial decrease~~ in ~~travel~~occupancy ~~volume,~~and ~~for~~room ~~these~~rates orachieved ~~any~~by ~~other reason, it would have an adverse impact on our business, financial condition and results of operations~~hotels.

~~The~~If ~~COVID-19~~there ~~pandemic~~were ~~could~~to ~~negatively~~be ~~affect~~a ~~the~~prolonged ~~Company's~~substantial decrease in travel volume, for these or any other reason, it would have an adverse impact on our business, ~~and~~financial ~~operating~~condition and results of operations.

The ~~future~~COVID-19 ~~impacts~~pandemic ofcould ~~the~~negatively ~~global~~affect ~~emergence of~~ the ~~novel strain of Corona virus and the disease it causes (known as "COVID-19") on the~~ Company's business orand operating ~~and financial~~ results ~~are unpredictable and cannot be identified with certainty at this time~~. The widespread health crisis has adversely affected the global economy and resulted in a widespread economic downturn which could adversely impact demand for our services. Such interruptions include significant disruptions and restrictions on travel. There is no assurance that the outbreak will not have a material adverse impact on our business or results of operations. Further, our operations could be negatively affected if a significant number of our service providers are unable to perform their normal duties because of contracting COVID-19 or based on further direction from governments, public health authorities or regulatory agencies. The extent of the impact, if any, will depend on developments beyond our control, including actions taken by governments, financial institutions, monetary policy authorities, and public health authorities to contain and respond to public health concerns and general economic conditions as a result of the pandemic.

WeThe ~~will~~future ~~continue~~impacts toof ~~actively~~the ~~monitor~~global emergence of the ~~situation~~novel strain of Corona virus and ~~may~~the ~~take~~disease ~~further~~it ~~actions~~causes ~~that~~(known ~~alter~~as ~~our~~"COVID-19") on the Company's business ~~operations~~or asoperating ~~may~~and financial results are unpredictable and cannot be ~~required~~identified orwith ~~recommended~~certainty byat ~~federal,~~this ~~provincial,~~time. ~~state~~The orwidespread ~~local~~health ~~authorities,~~crisis orhas ~~that~~adversely weaffected ~~determine~~the ~~are~~global economy and resulted in ~~the~~a ~~best~~widespread ~~interests~~economic ofdownturn which could adversely impact demand for our ~~customers,~~services. ~~partners,~~Such ~~suppliers,~~interruptions ~~shareholders~~include significant disruptions and ~~other~~restrictions ~~stakeholders~~on travel. WeThere ~~cannot~~is beno ~~certain~~assurance ofthat ~~potential~~the ~~effects~~outbreak ~~any~~will ~~such~~not ~~alterations~~have ora ~~modifications~~material ~~may~~adverse ~~have~~impact on our business or ~~operating~~results ~~and~~of ~~financial~~operations. ~~results~~Further, ~~for~~our operations could be negatively affected if a significant number of our service providers are unable to perform their normal duties because of contracting COVID-19 or based on further direction from governments, public health authorities or regulatory agencies. The extent of the ~~fiscal~~impact, ~~year~~if ~~ending~~any, ~~June~~will 30depend on developments beyond our control, ~~2022~~including actions taken by governments, financial institutions, monetary policy authorities, and public health authorities to contain and respond to public health concerns and general economic conditions as a result of the pandemic.

~~The~~We ~~travel~~will ~~industry~~continue to actively monitor the situation and may ~~not~~take ~~recover~~further ~~from~~actions that alter our business operations as may be required or recommended by federal, provincial, state or local authorities, or that we determine are in the ~~recent~~best ~~global~~interests ~~financial~~of ~~crisis~~our customers, partners, suppliers, shareholders and ~~recession~~other tostakeholders. ~~the~~We ~~extent~~cannot ~~anticipated~~be certain of potential effects any such alterations or modifications may ~~not~~have ~~grow~~on inour ~~line~~business ~~with~~or ~~long-term~~operating ~~historical~~and ~~trends~~financial ~~following~~results ~~any~~for ~~recovery~~the fiscal year ending June 30, 2023.

AsThe ~~a participant in the global~~ travel industry, ~~our~~may ~~business~~not ~~and~~recover ~~operating~~from ~~results are impacted by global economic conditions, including~~ the recent ~~European~~global debt crisis, a slowdown in growth of the Chinese economy, a prolonged slow economic recovery in Japan and a general reduction in net disposable income as a result of fiscal measures adopted by countries to address high levels of budgetary indebtedness, which may adversely affect our business, results of operations and financial ~~condition. In our industry, the recent financial~~ crisis and ~~global~~ recession have resulted in higher unemployment, a decline in consumer confidence, large-scale business failures and tightened credit markets. As a result, the global travel industry, which historically has grown at a rate in excess of global GDP growth during economic expansions, has experienced a cyclical downturn. A continuation of recent adverse economic developments in areas such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, particularly a rise in the price of crude oil, and other matters could reduce discretionary spending further and cause the travel industry to ~~continue to contract. In addition,~~ the ~~global economy may not recover as quickly or to the~~ extent anticipated, ~~and~~or ~~consumer spending on leisure travel and business spending on corporate travel~~ may not ~~increase~~grow ~~despite improvement~~ in ~~economic~~line ~~conditions.~~with Aslong-term ahistorical ~~result,~~trends ~~our~~following ~~business~~any ~~may not benefit from a broader macroeconomic~~ recovery~~, which could adversely affect our business, financial condition or results of operations~~.

~~The~~As a participant in the global travel industry, isour ~~highly~~business ~~competitive~~and operating results are impacted by global economic conditions, including the recent European debt crisis, a slowdown in growth of the Chinese economy, a prolonged slow economic recovery in Japan and wea ~~are~~general ~~subject~~reduction in net disposable income as a result of fiscal measures adopted by countries to ~~risks~~address ~~relating~~high levels of budgetary indebtedness, which may adversely affect our business, results of operations and financial condition. In our industry, the recent financial crisis and global recession have resulted in higher unemployment, a decline in consumer confidence, large-scale business failures and tightened credit markets. As a result, the global travel industry, which historically has grown at a rate in excess of global GDP growth during economic expansions, has experienced a cyclical downturn. A continuation of recent adverse economic developments in areas such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, particularly a rise in the price of crude oil, and other matters could reduce discretionary spending further and cause the travel industry to ~~competition~~continue ~~that~~to contract. In addition, the global economy may not recover as quickly or to the extent anticipated, and consumer spending on leisure travel and business spending on corporate travel may not increase despite improvement in economic conditions. As a result, our business may not benefit from a broader macroeconomic recovery, which could adversely affect our ~~performance~~business, financial condition or results of operations.

~~Our~~The ~~businesses~~travel ~~operate~~industry inis highly competitive, ~~industries.~~and If we ~~cannot~~are ~~compete~~subject ~~effectively,~~to werisks ~~may~~relating ~~lose share~~ to ~~our~~competition ~~competitors,~~that ~~which~~ may adversely affect our ~~financial~~ performance. Our continued success depends, to a large extent, upon our ability to compete effectively in industries that contain numerous competitors, some of which may have significantly greater financial, marketing, personnel and other resources than us.

~~The~~Our ~~travel~~businesses ~~industry~~operate isin ~~seasonal~~highly competitive industries. If we cannot compete effectively, we may lose share to our competitors, which may adversely affect our financial performance. Our continued success depends, to a large extent, upon our ability to compete effectively in industries that contain numerous competitors, some of which may have significantly greater financial, marketing, personnel and other resources than us.

~~Our~~The ~~business~~ travel ~~operations~~industry ~~will~~is ~~experience~~ seasonal ~~fluctuations, reflecting seasonal variations in demand for travel services~~. During the first quarter, demand for travel services generally declines and the number of bookings flattens or decreases, in part due to a slowdown in business activity during the holidays. Demand for travel services generally peaks during the second half of the year and there may be seasonal fluctuations in allocations of travel services made available to us by travel suppliers. Consequently, our revenue may fluctuate from quarter to quarter.

Our business ~~depends~~travel onoperations will experience seasonal fluctuations, reflecting seasonal variations in demand for travel services. During the ~~technology~~first ~~infrastructure~~quarter, demand for travel services generally declines and the number of ~~third~~bookings ~~parties~~flattens or decreases, in part due to a slowdown in business activity during the holidays. Demand for travel services generally peaks during the second half of the year and there may be seasonal fluctuations in allocations of travel services made available to us by travel suppliers. Consequently, our revenue may fluctuate from quarter to quarter.

WeOur ~~rely~~business depends on ~~third-party computer systems and other service providers, including~~ the ~~computerized~~technology ~~reservation~~infrastructure ~~systems~~ of ~~airlines and hotels to make reservations and confirmations. Other~~ third parties ~~provide, for instance, our back-up data center, telecommunications access lines, significant computer systems and software licensing, support and maintenance service and air-ticket delivery~~. ~~Any interruption in these or other third-party services or deterioration in their performance could impair the quality of our service.~~

~~Risks~~We ~~Related~~rely Toon ~~Our~~third-party ~~Company~~computer systems and other service providers, including the computerized reservation systems of airlines and hotels to make reservations and confirmations. Other third parties provide, for instance, our back-up data center, telecommunications access lines, significant computer systems and software licensing, support and maintenance service and air-ticket delivery. Any interruption in these or other third-party services or deterioration in their performance could impair the quality of our service.

WeRisks ~~have~~Related ~~only~~To ~~commenced~~Our our business operations in October, 2005 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, we may not achieve profitable operations and ultimately our business may fail.Company

AsWe ofhave ~~June~~only ~~30,~~commenced ~~2021,~~our webusiness ~~had~~operations anin ~~accumulated deficit of $1~~October,~~255,841.~~ We2005 ~~anticipate~~and ~~continuing~~we tohave ~~incur~~a ~~significant~~limited ~~losses~~operating ~~until,~~history. atIf ~~the earliest,~~ we ~~generate~~cannot ~~sufficient~~successfully ~~revenues~~manage tothe ~~offset~~risks ~~the~~normally ~~substantial~~faced upby start-~~front~~up ~~expenditures~~companies, ~~and~~we ~~operating~~may ~~costs~~not ~~associated~~achieve ~~with~~profitable ~~developing~~operations and ~~marketing~~ultimately our ~~services.~~business ~~There~~may ~~can be no assurance that we will ever operate profitably~~fail.

We will also encounter risks and difficulties frequently experienced by growing companies in evolving industries such as the travel agency and travel service industry. Our operating history to date is not adequate to evaluate how we will address these risks and difficulties in the future. Some of the risks relate to our ability to: (i) attract and retain customers and encourage our customers to engage in repeat transactions; (ii) retain our existing agreements and relationships with travel suppliers such as hotels and airlines and to expand our product and service offerings on satisfactory terms with our travel suppliers; (iii) operate, support, expand and develop our operations, our call centers, our website, and our communications and other systems; (iv) diversify our sources of revenue; (v) maintain effective control of our expenses; and (vi) respond to changes in our regulatory environment.4

4As of June 30, 2022, we had an accumulated deficit of $1,327,434. We anticipate continuing to incur significant losses until, at the earliest, we generate sufficient revenues to offset the substantial up-front expenditures and operating costs associated with developing and marketing our services. There can be no assurance that we will ever operate profitably.

IfWe wewill ~~are~~also ~~not~~encounter ~~successful~~risks and difficulties frequently experienced by growing companies in ~~addressing~~evolving ~~any~~industries orsuch ~~all~~as ofthe travel agency and travel service industry. Our operating history to date is not adequate to evaluate how we will address these risks and difficulties in the future. Some of the risks relate to our ability to: (i) attract and retain customers and encourage our customers to engage in repeat transactions; (ii) retain our existing agreements and relationships with travel suppliers such as hotels and airlines and to expand our product and service offerings on satisfactory terms with our travel suppliers; (iii) operate, support, expand and develop our ~~business~~operations, ~~may~~our becall ~~materially~~centers, ~~affected~~our website, and our communications and other systems; (iv) diversify our sources of revenue; (v) maintain effective control of our expenses; and (vi) respond to changes in anour ~~adverse~~regulatory ~~manner~~environment.

~~There~~If iswe ~~substantial~~are ~~doubt~~not ~~about~~successful ~~our~~in ~~ability~~addressing toany ~~continue~~or asall aof ~~going~~these ~~concern~~risks, ~~which~~our business may ~~hinder~~be ~~our~~materially ~~ability~~affected toin ~~obtain~~an ~~future~~adverse ~~financing~~manner.

InThere ~~their~~is ~~report~~substantial ~~accompanying~~doubt ~~this~~about ~~annual report,~~ our ~~independent auditors stated that our consolidated financial statements were prepared assuming that we would continue as a going concern. Our~~ ability to continue as a going concern, iswhich anmay ~~issue~~hinder ~~raised as we have losses from operations and an accumulated deficit. We anticipate that we will continue to experience net operating losses. Our ability to continue as a going concern is subject to~~ our ability to obtain ~~necessary~~future ~~funding from outside sources, including obtaining additional funding from the sale of our securities~~financing. ~~Our lack of revenue and continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.~~

WeIn their report accompanying this annual report, our independent auditors stated that our consolidated financial statements were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as we have ~~generated~~losses ~~limited~~from ~~revenues~~operations and ~~have~~an ~~only~~accumulated ~~limited~~deficit. ~~marketing~~We anticipate that we will continue to experience net operating losses. Our ability to ~~develop~~continue ~~customers~~as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities. Our lack of revenue and continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

We have generated limited revenues ~~by providing air ticket reservations, hotel reservations~~ and ~~other~~have ~~travel~~only ~~related~~limited ~~services~~marketing toexperience ~~our customers. We do not believe that we will generate significant revenues in the immediate future. There can be no assurance that we will ever be able~~ to ~~obtain~~develop ~~a significant number of~~ customers ~~to generate meaningful revenues or achieve profitable operations~~.

We have ~~only~~generated ~~limited~~revenues ~~experience~~by inproviding ~~developing~~air ~~and~~ticket ~~marketing~~reservations, ~~our~~hotel reservations and other travel related services, ~~and~~to ~~there~~our iscustomers. ~~limited~~We ~~information~~do ~~available~~not ~~concerning~~believe ~~the~~that ~~potential~~we ~~performance~~will orgenerate ~~market~~significant ~~acceptance~~revenues ofin ~~our~~the ~~proposed~~immediate ~~services~~future. There can be no assurance that ~~unanticipated~~we ~~expenses, problems or technical difficulties~~ will ~~not~~ever ~~occur~~be ~~which~~able ~~would~~to ~~result~~obtain ina ~~material~~significant ~~delays~~number ~~in commercialization~~ of ~~our~~customers ~~services~~to orgenerate ~~that~~meaningful ~~our~~revenues ~~efforts~~or ~~will~~achieve ~~result~~profitable ~~in successful commercialization~~operations.

~~The~~We ~~continued~~have ~~growth~~only oflimited ~~our~~experience ~~business~~in ~~will~~developing ~~require~~and ~~additional~~marketing ~~funding~~our ~~from~~travel ~~time~~services, toand ~~time~~there ~~which~~is ~~would~~limited beinformation ~~used~~available ~~for~~concerning ~~general~~the ~~corporate~~potential ~~purposes.~~performance ~~General~~or ~~corporate~~market ~~purposes~~acceptance ~~may include acquisitions, investments, repayment~~ of ~~debt, capital expenditures, repurchase of~~ our ~~capital~~proposed ~~stock and any other purposes that we may specify in any prospectus supplement~~services. ~~Obtaining~~There ~~additional~~can ~~funding would~~ be ~~subject~~no toassurance athat ~~number~~unanticipated ofexpenses, ~~factors~~problems ~~including~~or ~~market~~technical ~~conditions,~~difficulties ~~operational~~will ~~performance~~not ~~and~~occur ~~investor~~which ~~sentiment.~~would ~~These~~result ~~factors~~in ~~may~~material ~~make~~delays ~~the~~in ~~timing,~~commercialization ~~amount,~~of ~~terms~~our ~~and~~services ~~conditions~~or ofthat ~~additional~~our ~~funding~~efforts ~~unattractive,~~will orresult ~~unavailable,~~in tosuccessful uscommercialization.

5The continued growth of our business will require additional funding from time to time which would be used for general corporate purposes. General corporate purposes may include acquisitions, investments, repayment of debt, capital expenditures, repurchase of our capital stock and any other purposes that we may specify in any prospectus supplement. Obtaining additional funding would be subject to a number of factors including market conditions, operational performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional funding unattractive, or unavailable, to us.

~~The terms of any future financing may adversely affect your interest as stockholders.~~5

IfThe weterms ~~require~~of ~~additional~~any ~~financing in the~~ future, wefinancing may ~~be required to incur indebtedness or issue equity securities, the terms of which may~~ adversely affect your ~~interests~~interest in our company. For example, the issuance of additional indebtedness may be senior in right of payment to your shares upon our liquidation. In addition, indebtedness may be under terms that make the operation of our business more difficult because the lender's consent will be required before we take certain actions. Similarly the terms of any equity securities we issue may be senior in right of payment of dividends to your common stock and may contain superior rights and other rights as ~~compared to your common stock~~stockholders. ~~Further, any such issuance of equity securities may dilute your interest in our company, which may reduce the value of your investment.~~

~~Our~~If ~~Certificate~~we require additional financing in the future, we may be required to incur indebtedness or issue equity securities, the terms of ~~Incorporation~~which ~~and~~may ~~Bylaws~~adversely ~~contain~~affect ~~limitations~~your oninterests in our company. For example, the ~~liability~~issuance of additional indebtedness may be senior in right of payment to your shares upon our ~~directors~~liquidation. ~~and~~In ~~officers~~addition, ~~which~~indebtedness may ~~discourage~~be ~~suits~~under ~~against~~terms ~~directors~~that make the operation of our business more difficult because the lender's consent will be required before we take certain actions. Similarly the terms of any equity securities we issue may be senior in right of payment of dividends to your common stock and ~~executive~~may ~~officers~~contain ~~for~~superior ~~breaches~~rights and other rights as compared to your common stock. Further, any such issuance of ~~fiduciary~~equity ~~duties~~securities may dilute your interest in our company, which may reduce the value of your investment.

Our Certificate of Incorporation, ~~as amended,~~ and ~~our~~ Bylaws contain ~~provisions~~limitations ~~limiting~~on the liability of our directors for monetary damages to the fullest extent permissible under Delaware law. This is intended to eliminate the personal liability of a director for monetary damages on an action brought by origin our right for breach of a director's duties to us or to our stockholders except in certain limited circumstances. In addition, our Certificate of Incorporation, as amended, and ~~our Bylaws contain provisions requiring us to indemnify our directors,~~ officers, ~~employees~~which and agents serving at our request, against expenses, judgments (including derivative actions), fines and amounts paid in settlement. This indemnification is limited to actions taken in good faith in the reasonable belief that the conduct was lawful and in, or not opposed to our best interests. The Certificate of Incorporation and the Bylaws provide for the indemnification of directors and officers in connection with civil, criminal, administrative or investigative proceedings when acting in their capacities as agents for us. These provisions may ~~reduce~~discourage ~~the~~suits ~~likelihood of derivative litigation~~ against directors and executive officers ~~and may discourage or deter stockholders or management from suing directors or executive officers~~ for breaches of ~~their~~ fiduciary duties~~, even though such an action, if successful, might otherwise benefit our stockholders and directors and officers~~.

Our ~~success~~Certificate ~~depends~~of Incorporation, as amended, and our Bylaws contain provisions limiting the liability of our directors for monetary damages to the fullest extent permissible under Delaware law. This is intended to eliminate the personal liability of a director for monetary damages on an action brought by origin our ~~management~~right ~~team~~for breach of a director's duties to us or to our stockholders except in certain limited circumstances. In addition, our Certificate of Incorporation, as amended, and ~~other~~our ~~key~~Bylaws ~~personnel~~contain provisions requiring us to indemnify our directors, officers, employees and agents serving at our request, against expenses, judgments (including derivative actions), fines and amounts paid in settlement. This indemnification is limited to actions taken in good faith in the ~~loss~~reasonable belief that the conduct was lawful and in, or not opposed to our best interests. The Certificate of ~~any~~Incorporation and the Bylaws provide for the indemnification of ~~whom~~directors ~~could~~and ~~disrupt~~officers in connection with civil, criminal, administrative or investigative proceedings when acting in their capacities as agents for us. These provisions may reduce the likelihood of derivative litigation against directors and executive officers and may discourage or deter stockholders or management from suing directors or executive officers for breaches of their fiduciary duties, even though such an action, if successful, might otherwise benefit our ~~business~~stockholders ~~operations~~and directors and officers.

Our ~~future~~ success ~~will~~depends ~~depend in substantial part~~ on ~~the continual services of~~ our ~~senior~~ management, ~~including~~team ~~our President, Chief Executive Officer~~ and ~~Chief~~other ~~Financial~~key ~~Officer~~personnel, ~~Hong Ba. As a startup company, currently none of~~ the ~~senior management team draws salaries from our company. We do not carry key person life insurance on any of our officers or employees. The~~ loss of ~~the~~any ~~services~~ of ~~one~~whom ~~or more of our key personnel~~ could ~~impede~~disrupt ~~implementation of~~ our business ~~plan and result in reduced profitability~~operations.

~~Because~~Our future success will depend in substantial part on the continual services of our ~~officers~~senior management, ~~directors~~including our President, Chief Executive Officer and ~~principal~~Chief ~~shareholders~~Financial ~~control~~Officer, Hong Ba. As a ~~majority~~startup company, currently none of the senior management team draws salaries from our ~~common~~company. ~~stock,~~We ~~investors~~do ~~will~~not ~~have~~carry ~~little~~key orperson nolife ~~control~~insurance ~~over~~on any of our ~~management~~officers or ~~other~~employees. ~~matters~~The ~~requiring~~loss ~~shareholder~~of ~~approval~~the services of one or more of our key personnel could impede implementation of our business plan and result in reduced profitability.

Our officers and directors in the aggregate, beneficially own approximately 28.4% of issued and outstanding shares of our common stock. As a result, they may have the ability to control matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control ~~the~~a ~~company,~~majority ~~investors~~of ~~will not be able to replace~~ our ~~management~~common ifstock, ~~they~~investors ~~disagree~~will ~~with~~have ~~the~~little ~~way~~or ~~our~~no ~~business is being run. Because~~ control byover ~~these~~our ~~insiders could result in~~ management ~~making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some~~ or ~~all~~other ofmatters ~~the~~requiring ~~value~~shareholder ~~of your investment in our common stock~~approval.

6Our officers and directors in the aggregate, beneficially own approximately 90.9% of issued and outstanding shares of our common stock. As a result, they may have the ability to control matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control the company, investors will not be able to replace our management if they disagree with the way our business is being run. Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

~~Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment.~~6

WeBecause ~~may~~we ~~incur uninsured liabilities and losses as a result of the conduct of our business. We~~ do not ~~currently~~have ~~maintain any comprehensive liability or property insurance. Even if we obtain such insurance in the future, we may not carry~~ sufficient insurance ~~coverage~~ to ~~satisfy~~cover ~~potential~~our ~~claims. We do not carry any~~ business ~~interruption~~losses, ~~insurance.~~we ~~Should~~might have uninsured losses ~~occur~~, ~~any~~increasing ~~purchasers~~the ofpossibility ~~our~~that ~~common~~you ~~stock~~would ~~could~~ lose ~~their~~your ~~entire~~ investment.

~~Risks~~We ~~Relating~~may toincur uninsured liabilities and losses as a result of the ~~People's~~conduct ~~Republic~~of our business. We do not currently maintain any comprehensive liability or property insurance. Even if we obtain such insurance in the future, we may not carry sufficient insurance coverage to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers of ~~China~~our common stock could lose their entire investment.

~~The~~Risks ~~economic~~Relating ~~policies~~to of the People's Republic of China ~~could affect our business.~~

China is one of the regions which we will focus our business development. Accordingly, our results of operations and prospects are subject, to a significant extent, to the economic, political and legal developments in the People's Republic of China. While the People's Republic of China's economy has experienced significant growth in the past 20 years, such growth has been uneven, both geographically and among various sectors of the economy. The ~~Chinese government has implemented various measures to encourage~~ economic ~~growth~~policies ~~and guide the allocation~~ of ~~resources. Some of these measures benefit~~ the ~~overall economy of the~~ People's Republic of China, ~~but~~could ~~they~~affect ~~may~~our ~~also have a negative effect on us~~business.

~~The~~China ~~economy~~is one of the ~~People's~~regions ~~Republic~~which ofwe ~~China~~will ~~has~~focus ~~been~~our ~~changing~~business ~~from a planned economy to a more market-oriented economy~~development. ~~In recent years~~Accordingly, ~~the~~our ~~Chinese~~results ~~government has implemented measures emphasizing the utilization~~ of ~~market~~operations ~~forces for economic reform~~ and ~~the~~prospects ~~reduction~~are ofsubject, ~~state~~to ~~ownership~~a ofsignificant ~~productive assets~~extent, ~~and~~to the ~~establishment~~economic, ofpolitical ~~corporate~~and ~~governance~~legal developments in ~~business~~the ~~enterprises;~~People's ~~however,~~Republic ~~a substantial portion~~ of ~~productive~~China. ~~assets~~While in the People's Republic of China's ~~are~~economy ~~still~~has ~~owned~~experienced bysignificant ~~the~~growth ~~Chinese~~in ~~government. In addition,~~ the ~~Chinese~~past ~~government~~20 ~~continues~~years, tosuch ~~play~~growth ahas ~~significant~~been ~~role~~uneven, inboth ~~regulating~~geographically ~~industry~~and ~~development~~among byvarious ~~imposing~~sectors ~~industrial~~of ~~policies~~the economy. ItThe ~~also~~Chinese ~~exercises~~government ~~significant~~has ~~control~~implemented ~~over~~various ~~the~~measures ~~People's~~to ~~Republic~~encourage ~~of China's~~ economic growth ~~through~~and guide the allocation of resources,. ~~the~~Some ~~control~~ of ~~payment~~these ofmeasures ~~foreign~~benefit ~~currency-denominated obligations,~~ the ~~setting~~overall economy of ~~monetary~~the ~~policy~~People's ~~and~~Republic ~~the~~of ~~provision~~China, ofbut ~~preferential~~they ~~treatment~~may toalso ~~particular~~have ~~industries~~a ornegative ~~companies~~effect on us.

~~Capital~~The ~~outflow~~economy ~~policies~~of in the People's Republic of China ~~may~~has ~~hamper~~been ~~our~~changing ~~ability~~from toa ~~expand~~planned ~~our~~economy ~~business~~to ~~and/or~~a ~~operations~~more market-oriented economy. ~~The~~In ~~People's~~recent ~~Republic~~years, ofthe ~~China~~Chinese government has ~~adopted~~implemented ~~currency~~measures ~~and~~emphasizing ~~capital~~the ~~transfer~~utilization ~~regulations.~~of ~~These~~market ~~regulations~~forces ~~may~~for ~~require~~economic usreform toand ~~comply~~the ~~with~~reduction ~~complex~~of ~~regulations~~state ~~for~~ownership of productive assets, and the ~~movement~~establishment of ~~capital.~~corporate ~~Although~~governance ~~our~~in ~~management~~business ~~believes~~enterprises; ~~that~~however, ita issubstantial ~~currently~~portion of productive assets in ~~compliance~~the ~~with~~People's ~~these~~Republic ~~regulations,~~of ~~should~~China ~~these~~are ~~regulations~~still orowned by the ~~interpretation~~Chinese ofgovernment. ~~them~~In addition, the Chinese government continues to play a significant role in regulating industry development by ~~courts~~imposing orindustrial ~~regulatory~~policies. ~~agencies~~It ~~change,~~also weexercises ~~may~~significant ~~not~~control beover ~~able~~the toPeople's ~~remit~~Republic ~~income~~of ~~earned~~China's ~~and~~economic ~~proceeds~~growth ~~received~~through inthe ~~connection~~allocation ~~with~~of ~~any~~resources, ~~off-shore~~the ~~operations~~control orof ~~from~~payment ~~other~~of ~~financial~~foreign orcurrency-denominated ~~strategic~~obligations, ~~transactions~~the wesetting ~~may~~of ~~consummate~~monetary inpolicy and the ~~future~~provision of preferential treatment to particular industries or companies.

~~Fluctuation~~Capital outflow policies in the People's Republic of China may hamper our ability to expand our business and/or operations. The People's Republic of China has adopted currency and capital transfer regulations. These regulations may require us to comply with complex regulations for the ~~Renminbi~~movement of capital. Although our management believes that it is currently in compliance with these regulations, should these regulations or ~~Chinese~~the ~~Yuan~~interpretation ~~("Renminbi")~~of them by courts or regulatory agencies change, ~~could~~we ~~materially~~may ~~affect~~not ~~our~~be ~~financial~~able ~~condition~~to remit income earned and ~~results~~proceeds ofreceived in connection with any off-shore operations or from other financial or strategic transactions we may consummate in the future.

7Fluctuation of the Renminbi, or Chinese Yuan ("Renminbi"), could materially affect our financial condition and results of operations.

Fluctuation of the Renminbi, the currency of the People's Republic of China, could materially affect our financial condition and results of operations. The value of the Renminbi fluctuates and is subject to changes in the People's Republic of China's political and economic conditions. Since July 2005, the conversion of Renminbi into foreign currencies, including United States dollars, is pegged against the inter-bank foreign exchange market rates or current exchange rates of a basket of currencies on the world financial markets. As of June 30, 2021, the exchange rate between the Renminbi and the United States dollar was approximately 6.4567 Renminbi to every one United States dollar.7

ItFluctuation ~~will~~of bethe ~~extremely~~Renminbi, ~~difficult~~the tocurrency ~~acquire~~of ~~jurisdiction~~the ~~and~~People's ~~enforce~~Republic ~~liability~~of ~~against~~China, could materially affect our ~~officers,~~financial ~~directors~~condition and ~~assets~~results ~~based~~of inoperations. The value of the Renminbi fluctuates and is subject to changes in the People's Republic of China's political and economic conditions. Since July 2005, the conversion of Renminbi into foreign currencies, including United States dollars, is pegged against the inter-bank foreign exchange market rates or current exchange rates of a basket of currencies on the world financial markets. As of June 30, 2022, the exchange rate between the Renminbi and the United States dollar was approximately 6.6956 Renminbi to every one United States dollar.

~~Because~~It ~~some~~will ~~of our executive officers and current directors are Chinese citizens, it may~~ be extremely difficult, ~~if not impossible,~~ to acquire jurisdiction ~~over~~and ~~these~~enforce ~~persons~~liability ~~in the event a lawsuit is initiated~~ against ~~us and/or~~ our officers, directors and ~~directors~~assets bybased ain ~~stockholder~~The orPeople's ~~group~~Republic of ~~stockholders in the United States~~China.

~~Risks~~Because ~~Associated~~some ~~With~~of ~~Our~~our ~~Common~~executive ~~Stock~~officers and current directors are Chinese citizens, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated against us and/or our officers and directors by a stockholder or group of stockholders in the United States.

~~Trading~~Risks onAssociated ~~the~~With ~~OTC~~Our ~~Markets~~Common ~~may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.~~Stock

~~Our common stock is quoted on the OTC Markets.~~ Trading ~~in stock quoted~~ on the OTC Markets ismay ~~often~~be ~~thin~~volatile and ~~characterized~~sporadic, bywhich ~~wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility~~ could depress the market price of our common stock ~~for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange,~~ and ~~trading~~make ofit ~~securities~~difficult onfor ~~the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like the New York Stock Exchange. Accordingly,~~ our ~~shareholders~~stockholders ~~may~~to ~~have~~resell ~~difficulty reselling any of~~ their shares.

Our common stock is aquoted ~~penny~~on ~~stock~~the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock ~~may~~for bereasons ~~restricted~~unrelated byto operating performance. Moreover, the ~~SEC's~~OTC ~~penny~~Markets is not a stock ~~regulations~~exchange, and trading of securities on the ~~FINRA's~~OTC ~~sales~~Markets ~~practice~~is ~~requirements,~~often ~~which~~more ~~may~~sporadic ~~limit~~than the trading of securities listed on a ~~stockholder's~~quotation ~~ability~~system tolike ~~buy~~Nasdaq ~~and~~or ~~sell~~a stock exchange like the New York Stock Exchange. Accordingly, our ~~stock~~shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. ~~The~~Trading ~~Securities~~of ~~and~~our ~~Exchange Commission has adopted Rule 15g-9 which generally defines "penny~~ stock tomay be ~~any~~restricted ~~equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered~~ by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock ~~rules~~regulations require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~receive~~ the ~~purchaser~~FINRA's ~~written~~sales ~~agreement~~practice ~~to the transaction. These disclosure~~ requirements ~~may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently~~, ~~these~~which ~~penny stock rules~~ may ~~affect~~limit ~~the~~a stockholder's ability ~~of broker-dealers~~ to ~~trade~~buy ~~our securities. We believe that the penny stock rules discourage investor interest in,~~ and ~~limit~~sell ~~the marketability of,~~ our ~~common~~ stock.

8Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the "penny stock rules" promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.8

~~Other~~In ~~Risks~~addition to the "penny stock rules" promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

~~Trends,~~Other Risks ~~and Uncertainties~~

~~We have sought to identify what we believe to be the most significant risks to our business~~Trends, ~~but~~Risks weand cannot predict whether, or to what extent, any such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of the risk factors before making an investment decision with respect to our common stock.Uncertainties

~~ITEM~~We 1Bhave sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. ~~UNRESOLVED~~Investors ~~STAFF~~should ~~COMMENTS~~carefully consider all of the risk factors before making an investment decision with respect to our common stock.

~~None~~ITEM 1B. UNRESOLVED STAFF COMMENTS

~~ITEM 2~~None. ~~PROPERTIES~~

WeITEM ~~currently lease our only office in Vancouver which covers approximately 400 square feet with an annual lease of CAD$9,600~~2. ~~We subleased out our office in Seattle to a third party effective August 1, 2014. We did not renew our lease for our Beijing office which terminated at the end of 2013.~~PROPERTIES

~~ITEM~~We 3currently lease our only office in Vancouver which covers approximately 400 square feet with an annual lease of CAD$9,600. ~~LEGAL~~We ~~PROCEEDINGS~~subleased out our office in Seattle to a third party effective August 1, 2014. We did not renew our lease for our Beijing office which terminated at the end of 2013.

WeITEM ~~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~~3. ~~There~~LEGAL ~~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.~~PROCEEDINGS

~~ITEM~~We 4know 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. ~~MINE~~There ~~SAFETY~~are ~~DISCLOSURES~~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.

~~Not~~ITEM ~~applicable~~4. MINE SAFETY DISCLOSURES

9Not applicable.

~~PART II~~9

~~ITEM~~ 5.PART ~~MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~II

~~Market~~ITEM ~~Information~~5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Our~~Market ~~common stock is currently not traded on any exchange. Our common stock was quoted on the OTC Markets. We cannot assure you that there will be a market for our common stock in the future.~~Information

~~The~~Our ~~following~~common stock is acurrently ~~report~~not oftraded ~~high~~on ~~and~~any ~~low~~exchange. ~~bid~~Our ~~prices~~common ~~for~~stock ~~each~~was ~~quarterly~~quoted ~~period~~on ~~for~~ the ~~years~~OTC ~~ended~~Markets. ~~June~~We ~~30,~~cannot ~~2021~~assure ~~and~~you ~~2020~~that ~~obtained~~there ~~from~~will ~~Yahoo!~~be ~~Finance~~a market for our common stock in the future.

Quarter Ended	High	Low
June 30, 2021	$0.02	$0.01
March 31, 2021	$0.02	$0.01
December 31, 2020	$0.03	$0.01
September 30, 2020	$0.01	$0.01
June 30, 2020	$0.01	$0.01
March 31, 2020	$0.01	$0.01
December 31, 2019	$0.01	$0.01
September 30, 2019	$0.02	$0.01

The following is a report of high and low bid prices for each quarterly period for the years ended June 30, 2022 and 2021 obtained from Yahoo! Finance.

Holders of our Common Stock

Quarter Ended	High	Low
June 30, 2022	$0.09	$0.01
March 31, 2022	$1.25	$0.01
December 31, 2021	$0.01	$0.01
September 30, 2021	$0.02	$0.01
June 30, 2021	$0.02	$0.01
March 31, 2021	$0.02	$0.01
December 31, 2020	$0.03	$0.01
September 30, 2020	$0.01	$0.01

AsHolders of ~~June 30, 2021, there were approximately 61 holders of record of~~ our ~~common~~Common ~~stock. As of such date, 130,085,501 shares of common stock were issued and outstanding.~~Stock

~~Our~~As ~~shares~~ of ~~common~~June ~~stock~~30, ~~are~~2022, ~~issued~~there inwere ~~registered~~approximately ~~form.~~63 ~~Colonial~~holders ~~Stock~~of ~~Transfer~~record ~~Co,~~of ~~Inc.~~our iscommon ~~the~~stock. ~~registrar~~As ~~and~~of ~~transfer~~such ~~agent~~date, ~~for~~130,085,501 ~~our~~ shares of common stock. ~~Our~~were ~~CUSIP~~issued ~~number~~and ~~is 65248X102~~outstanding.

~~Dividends~~Our shares of common stock are issued in registered form. Colonial Stock Transfer Co, Inc. is the registrar and transfer agent for our shares of common stock. Our CUSIP number is 92890J108.

Since our inception, we have not declared nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance the expansion of our operations. Our board of directors will determine future declarations and payments of dividends, if any, in light of the then-current conditions they deem relevant and in accordance with applicable corporate law.Dividends

~~There~~Since ~~are~~our noinception, ~~restrictions~~we have not declared nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance the expansion of our ~~articles~~operations. Our board of ~~incorporation~~directors orwill ~~bylaws~~determine ~~that~~future ~~prevent~~declarations usand ~~from~~payments ~~declaring~~of dividends, if any, in light of the then-current conditions they deem relevant and in accordance with applicable corporate law.

~~Securities~~There ~~authorized~~are ~~for~~no ~~issuance~~restrictions ~~under~~in ~~equity~~our ~~compensation~~articles ~~plans~~of incorporation or bylaws that prevent us from declaring dividends.

AsSecurities atauthorized ~~June~~for ~~30,~~issuance ~~2021,~~under ~~we had not adopted any~~ equity compensation ~~plan~~plans.

10As at June 30, 2022, we had not adopted any equity compensation plan.

~~Recent Sales of Unregistered Securities and Use of Proceeds~~10

~~Not~~Recent ~~applicable.~~ Sales of Unregistered Securities and Use of Proceeds

~~ITEM~~Not 6applicable. ~~SELECTED FINANCIAL DATA~~

~~Not~~ITEM ~~required~~6. ~~for~~SELECTED ~~smaller~~FINANCIAL ~~reporting~~DATA ~~companies.~~[Reserved]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

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 June 30, ~~2021~~2022 due to lack of business and to reduce operating costs.

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.

~~Effective~~On ~~January~~June 16, ~~2018~~2022, ~~the~~certain ~~Company~~shareholders ~~adopted~~of the ~~guidance~~Company ofentered ~~Accounting~~into ~~Standards~~a ~~Codification~~Stock ~~(ASC)~~Purchase ~~606,~~Agreement ~~Revenue~~(the ~~from~~"SPA") ~~Contracts.~~with ~~The~~Hong ~~implementation~~Ba ofand ~~ASC~~Christina ~~606~~Chen ~~did~~for ~~not~~the ~~have~~sale aand ~~material~~purchase ~~impact~~of onan ~~the~~aggregate ~~Company's~~of ~~consolidated~~118,123,001 ~~financial~~shares ~~statements.~~of ~~ASC~~common ~~606~~stock ~~create~~of athe ~~five-step~~Company. ~~model~~One ~~that~~June ~~requires~~8, ~~entities~~2022, tothe ~~exercise~~transaction ~~judgement~~contemplated ~~when~~by ~~considering~~ the ~~terms~~SPA ~~of contract~~closed, ~~which~~representing ~~includes~~approximately ~~(1)~~90.8% ~~identifying~~of the ~~contracts~~Company's orissued ~~agreement~~and ~~with~~outstanding acommon ~~customer,~~shares. ~~(2)~~It ~~identifying~~resulted ~~our~~in ~~performance~~change ~~obligations~~of incontrol of the ~~contract~~Company orwith ~~agreement,~~Christina ~~(3)~~Chen ~~determining~~owning ~~the~~approximately ~~transaction~~70% ~~price,~~of ~~(4) allocating~~ the ~~transaction~~Company's ~~price~~outstanding tostock. ~~the~~Effective ~~separate~~June ~~performance~~8, ~~obligation~~2022, ~~and~~Junjun ~~(5)~~Wu ~~recognizing~~resigned ~~revenue~~ as ~~each~~member ~~performance~~of ~~obligation~~the isBoard ~~satisfied.~~of ~~The~~Directors ~~Company~~and ~~only applies~~ the ~~five-step~~Board ~~model~~appointed toChristina ~~contracts~~Chen ~~when~~as ita isnew ~~probable~~director ~~that~~of the Company. ~~will~~Hong ~~collect~~Ba ~~the~~continues ~~consideration it is entitled~~ to inserve ~~exchange~~as ~~for~~a ~~the~~director, ~~services~~CEO itand ~~transfers~~CFO toof ~~its~~the ~~clients~~Company.

11Effective 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.

~~COVID-19~~11

~~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 year ended June 30, 2021 have been significantly and negatively impacted, with a material decline in gross travel bookings and total revenues as compared to the corresponding period in 2019-2020. We expect to continue to see severely reduced new travel reservation bookings as compared to 2019-2020 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.

~~Results~~In December 2019, a novel strain of ~~Operations~~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 year ended June 30, 2022 have been significantly and negatively impacted, with a material decline in gross travel bookings and total revenues as compared to the corresponding period in 2019-2020. We expect to continue to see severely reduced new travel reservation bookings as compared to 2019-2020 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.

~~The~~Results ~~following summary~~ of ~~our results of operations should be read in conjunction with our audited financial statements for the years ended June 30, 2021 and 2020.~~Operations

~~Years~~The ~~Ended~~following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended June 30, ~~2021~~2022 and ~~2020:~~2021.

		June 30, 2021			June 30, 2020
Revenues	$	-		$	784
Cost of revenues		-			-
Expenses
General and administrative expenses		(55,028	)		(51,286	)
Interest expense		(14,386	)		-
Gain on debt settlement		90,433			-
Foreign currency exchange gain (loss)		6,158			(4,657	)
Net income (loss)	$	27,177		$	(55,159	)

Years Ended June 30, 2022 and 2021:

		June 30, 2022			June 30, 2021
Revenues	$	-		$	-
Cost of revenues		-			-
Expenses
General and administrative expenses		(65,730	)		(55,028	)
Interest expense		(542	)		(14,386	)
Gain on debt settlement		-			90,433
Foreign currency exchange gain (loss)		(5,321	)		6,158
Net income (loss)	$	(71,593	)	$	27,177

~~Revenues~~12

We have generated total revenues of $Nil from operations during the year ended June 30, 2021 as compared to $784 for the same period in 2020, a decrease of $784 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 year ended June 30, 2021.Revenues

~~Expenses~~ We have generated total revenues of $Nil from operations during the year ended June 30, 2022 as compared to $Nil for the same period in 2021. The lack of revenues was mainly due to the decrease in our travel business arrangement income caused by the COVID-19 pandemic globally in the years ended June 30, 2022 and 2021.

~~General~~Expenses and administrative expenses for the year ended June 30, 2021 was $55,028 and increased from $51,286, or 7%, compared with the year ended June 30, 2020. The increase in expenses during the current year was mainly due to an increase in legal, accounting and filing fees due to the share issuance for the debt settlement.

~~Net~~General ~~income~~and ~~(loss)~~administrative expenses for the year ended June 30, 2022 was $65,730 and increased from $55,028, or 19%, compared with the year ended June 30, 2021. The increase in expenses during the current year was mainly due to an increase in legal, accounting and filing fees due to the stock sale resulting in a a change of control of the Company during the year ended June 30, 2022.

WeNet ~~had net~~ income of $27,177 and net losses of $55,159 for the years ended June 30, 2021 and 2020, respectively, and had an accumulated deficit of $1,255,841 since the inception of our business through June 30, 2021. The increase in the net income is mainly due to the gain on debt settlement.(loss)

~~Liquidity~~We had net losses of $71,593 and ~~Capital~~net ~~Resources~~income of $27,177 for the years ended June 30, 2022 and 2021, respectively, and had an accumulated deficit of $1,327,434 since the inception of our business through June 30, 2022. The decrease in the net income is mainly due to the gain on debt settlement which occurred in the year ended June 30, 2021 and the increased expenses in the year ended June 30, 2022.

~~Our~~Liquidity ~~financial condition for the years ended June 30, 2021~~ and ~~2020~~Capital ~~are summarized as follows:~~Resources

~~Working~~Our ~~Capital~~financial condition for the years ended June 30, 2022 and 2021 are summarized as follows:

		June 30, 2021			June 30, 2020
Current Assets	$	2,290		$	3,546
Current Liabilities		(36,581	)		(213,480	)
Working Capital	$	(34,291	)	$	(209,934	)

Working Capital

Our working capital deficiency for the year ended June 30, 2021 was significantly decreased by $175,643 compared with 2020 mainly due to a decrease in accrued liabilities due to the elimination of the debt for funds advanced for share issuance.

		June 30, 2022			June 30, 2021
Current Assets	$	893		$	2,290
Current Liabilities		(100,784	)		(36,581	)
Working Capital	$	(99,891	)	$	(34,291	)

~~Cash~~Our ~~Flows~~working capital deficiency for the year ended June 30, 2022 was significantly increased by $65,600 compared with 2021 mainly due to a increase in accrued liabilities.

		June 30, 2021			June 30, 2020
Cash used in operating activities	$	(33,698	)	$	(49,459	)
Cash used in investing activities		-			-
Cash provided by financing activities		32,153			49,744
Cumulative translation adjustment		285			715
Net decrease in cash	$	(1,260	)	$	1,000

Cash Flows

		June 30, 2022			June 30, 2021
Cash used in operating activities	$	(43,085	)	$	(33,698	)
Cash used in investing activities		-			-
Cash provided by financing activities		40,478			32,153
Cumulative translation adjustment		1,212			285
Net decrease in cash	$	(1,395	)	$	(1,260	)

~~Cash Used in Operating Activities~~13

~~For~~ ~~the~~Cash ~~year~~Used ~~ended June 30, 2021, our cash used~~ in ~~operating~~Operating ~~activities decreased by $15,761 compared with the previous year. The decrease is mainly due to the debt settlement by share issuance during the year ended June 30, 2021 compared with the prior year.~~Activities

~~Cash~~For ~~Used~~the year ended June 30, 2022, our cash used in ~~Investing~~operating ~~Activities~~activities increased by $9,387 compared with the previous year. The increase is mainly due to the stock sale resulting in a change of control of the Company during the year ended June 30, 2022.

~~For~~Cash ~~the~~Used ~~year ended June 30, 2021, no cash was used~~ in ~~investing~~Investing ~~activities.~~Activities

~~Cash~~For ~~Provided~~the byyear ~~Financing~~ended ~~Activities~~June 30, 2022, no cash was used in investing activities.

~~For~~Cash ~~the~~Provided ~~year~~by ~~ended~~Financing ~~June 30, 2021, the Company received $32,153 proceeds from related parties, as compared with $49,744 in the previous year.~~Activities

~~Cash~~For ~~Requirements~~the year ended June 30, 2022, the Company received $40,478 proceeds from related parties, as compared with $32,153 in the previous year.

~~Over~~Cash ~~the next 12-months ending June 30, 2022, we anticipate that we will incur the following operating expenses:~~Requirements

Expense		Amount
General and administrative	$	40,000
Professional fees		60,000
Foreign currency exchange loss		4,000
Total	$	104,000

Over the next 12-months ending June 30, 2023, we anticipate that we will incur the following operating expenses:

Our CEO, Hong Ba, has committed to providing our working capital requirements for the next 12 months.

Expense		Amount
General and administrative	$	40,000
Professional fees		60,000
Foreign currency exchange loss		4,000
Total	$	104,000

~~There~~Our isCEO, ~~substantial~~Hong ~~doubt~~Ba, ~~about~~has ~~our~~committed ~~ability~~ to ~~continue~~providing ~~as a going concern as the continuation of~~ our ~~business~~working iscapital ~~dependent~~requirements ~~upon~~for the ~~continued~~next ~~financial~~12 ~~support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations~~months. 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.

InThere ~~addition~~is tosubstantial ~~the~~doubt ~~issues~~about ~~set out above regarding~~ our ability to ~~raise~~continue ~~capital,~~as ~~global economies are currently undergoing~~ a ~~period~~going ofconcern ~~economic~~as ~~uncertainty related to~~ the ~~COVID-19~~continuation ~~pandemic and the tightening~~ of ~~credit~~our ~~markets~~business ~~worldwide.~~is ~~This~~dependent ~~has~~upon ~~resulted~~the incontinued ~~numerous adverse effects, including unprecedented volatility in~~ financial ~~markets~~support ~~and~~from ~~stock~~our ~~prices~~shareholders, ~~slower~~our ~~economic~~ability ~~activity,~~to ~~decreased~~obtain ~~consumer~~necessary ~~confidence,~~equity ~~increased~~financing ~~commodity~~to ~~prices~~continue operations, ~~reduced corporate profits~~ and ~~capital~~achieving ~~spending,~~a ~~increased~~profitable ~~unemployment,~~level ~~liquidity~~of ~~concerns~~operations. ~~and~~The ~~volatile~~issuance ~~and~~of ~~increasing~~additional ~~energy~~equity ~~prices.~~securities Weby ~~anticipate~~us ~~that~~could ~~the~~result ~~current~~in ~~economic~~a ~~conditions~~significant ~~and~~dilution in the ~~credit~~equity ~~shortage~~interests ~~will~~of ~~adversely impact~~ our ~~ability~~current ~~to raise financing~~stockholders. InObtaining ~~addition~~commercial loans, ifassuming ~~the~~those ~~future~~loans ~~economic~~would ~~environment continues to~~ be ~~less favorable than it has been in recent years~~available, wewill ~~may~~increase ~~experience~~our ~~difficulty~~liabilities inand ~~completing~~future ~~our~~cash ~~current business plan~~commitments.

14In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty related to the COVID-19 pandemic and the tightening of credit markets worldwide. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence, increased commodity prices, reduced corporate profits and capital spending, increased unemployment, liquidity concerns and volatile and increasing energy prices. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favorable than it has been in recent years, we may experience difficulty in completing our current business plan.

~~Off Balance Sheet Arrangements~~14

WeOff ~~have~~Balance noSheet 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.Arrangements

~~Recently~~We ~~Issued~~have ~~Accounting~~no ~~Standards~~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.

WeRecently ~~continue~~Issued toAccounting ~~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.~~Standards

~~ITEM~~We 7Acontinue to assess the effects of recently issued accounting standards. ~~QUANTITATIVE~~The ~~AND~~impact ~~QUALITATIVE~~of ~~DISCLOSURES~~all ~~ABOUT~~recently ~~MARKET~~adopted ~~RISK~~and issued accounting standards has been disclosed in the Footnotes to the financial statements.

~~Not~~ITEM ~~required~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~Not 8required. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

~~The~~ITEM ~~consolidated~~8. ~~financial~~FINANCIAL ~~statements~~STATEMENTS ~~and~~AND ~~notes~~SUPPLEMENTARY ~~thereto are included herein beginning at page F-1.~~DATA

~~ITEM~~The 9.consolidated ~~CHANGES~~financial INstatements ~~AND~~and ~~DISAGREEMENTS~~notes ~~WITH~~thereto ~~ACCOUNTANTS~~are ONincluded ~~ACCOUNTING~~herein ~~AND~~beginning ~~FINANCIAL~~at ~~DISCLOSURE~~page F-1.

~~None~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~ITEM 9A~~None. ~~CONTROLS AND PROCEDURES~~

~~Disclosure~~ITEM ~~Controls~~9A. ~~and~~CONTROLS ~~Procedures~~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~~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.Procedures

AsWe ~~required~~maintain by"disclosure ~~paragraph~~controls ~~(b)~~and ofprocedures", ~~Rules~~as that term is defined in Rule 13a-15(e), ~~under~~promulgated by the Securities and Exchange ~~Act~~Commission ofpursuant ~~1934,~~to ~~our~~the ~~management,~~Securities ~~with~~Exchange ~~the~~Act ~~participation~~ of ~~our~~1934, ~~principal~~as ~~executive~~amended. ~~officer~~Disclosure controls and ~~principal~~procedures ~~financial~~include ~~officer,~~controls ~~evaluated~~and ~~our~~procedures ~~company's~~designed ~~disclosure~~to ~~controls~~ensure ~~and~~that ~~procedures~~information asrequired ofto ~~the~~be ~~end~~disclosed ofin ~~the~~our ~~period~~company's ~~covered~~reports byfiled ~~this~~under ~~annual~~the ~~report~~Securities onExchange ~~Form~~Act ~~10-K.~~of ~~Based~~1934 onis ~~this~~recorded, ~~evaluation~~processed, ~~our~~summarized ~~management~~and ~~concluded~~reported ~~that~~within asthe oftime ~~the~~periods ~~end~~specified ofin the ~~period~~Securities ~~covered~~and byExchange ~~this~~Commission's ~~annual~~rules ~~report~~and onforms, ~~Form~~and ~~10-K,~~that ~~our~~such ~~disclosure~~information ~~controls~~is accumulated and ~~procedures~~communicated ~~were~~to ~~not~~our ~~effective~~management, ~~due~~including toour ~~the~~principal ~~material~~executive ~~weaknesses~~officer ~~described~~and inprincipal ~~Management's~~accounting ~~Report~~officer onto ~~Internal~~allow ~~Control~~timely ~~over~~decisions ~~Financial~~regarding ~~Reporting~~required ~~below~~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 annual report on Form 10-K. Based on this evaluation, our management concluded that as of the end of the period covered by this annual report on Form 10-K, our disclosure controls and procedures were not effective due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting below.

~~Management's annual report on internal control over financial reporting~~15

~~Our~~Management's ~~management,~~annual ~~including~~report ~~our~~on ~~principal executive officer, principal financial officer and our Board of Directors, is responsible for establishing and maintaining adequate~~ internal control over financial reporting ~~(as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).~~

Our management, ~~with~~including ~~the participation of~~ our principal executive officer, ~~and~~ principal financial officer, ~~evaluated~~and ~~the effectiveness of~~ our ~~internal~~Board ~~control over financial reporting as~~ of ~~June 30~~Directors, ~~2021.~~is ~~Our~~responsible ~~management's~~for ~~evaluation~~establishing ofand ~~our~~maintaining adequate internal control over financial reporting ~~was~~(as ~~based~~defined ~~on the framework~~ in ~~Internal~~Rule ~~Control~~13a-~~Integrated~~15(f) ~~Framework,~~under ~~issued by~~ the ~~Committee~~Securities ofExchange ~~Sponsoring~~Act ~~Organizations~~ of ~~the Treadway Commission~~1934). ~~Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2021 due to the material weaknesses described below.~~

~~(a)~~Our ~~The~~management, ~~Company~~with ~~has~~the ~~inadequate~~participation ~~segregation~~of our principal executive officer and principal financial officer, evaluated the effectiveness of ~~duties~~our ~~consistent~~internal ~~with~~control over financial reporting as of June 30, 2022. Our management's evaluation of our internal control ~~objectives~~over financial reporting was based on the framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2022 due to the material weaknesses described below.

(ba) The Company has ~~insufficient~~inadequate ~~written~~segregation ~~policies~~of ~~and~~duties ~~procedures~~consistent ~~for accounting and financial reporting~~ with ~~respect~~control ~~to the requirements and application of GAAP and SEC disclosure requirements~~objectives.

A(b) ~~material~~The ~~weakness~~Company ishas ainsufficient ~~deficiency~~written orpolicies aand ~~combination~~procedures offor ~~control~~accounting ~~deficiencies~~and ~~in internal control over~~ financial reporting ~~such~~with ~~that~~respect ~~there~~to isthe arequirements ~~reasonable~~and ~~possibility~~application ~~that a material misstatement~~ of ~~our~~GAAP ~~annual~~and orSEC ~~interim~~disclosure ~~financial statements will not be prevented or detected on a timely basis~~requirements.

~~Limitations~~A onmaterial ~~Effectiveness~~weakness is a deficiency or a combination of ~~Controls~~control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~Our~~Limitations ~~principal~~on ~~executive~~Effectiveness officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.Controls

~~Changes~~Our inprincipal executive officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~There~~Changes ~~were no changes~~ in ~~our~~ internal control over financial reporting ~~during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.~~

~~Certifications~~There were no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Certifications ~~with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this annual report on Form 10-K.~~

~~ITEM~~Certifications ~~9B.~~with ~~OTHER~~respect ~~INFORMATION~~to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this annual report on Form 10-K.

~~None~~ITEM 9B. OTHER INFORMATION

~~ITEM 9C~~None. ~~DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.~~

~~Not~~ITEM ~~applicable~~9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

~~PART~~Not ~~III~~applicable.

~~ITEM~~PART ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~III

~~The~~ITEM ~~following~~10. ~~table~~DIRECTORS, ~~sets~~EXECUTIVE ~~forth~~OFFICERS ~~information~~AND ~~regarding~~CORPORATE ~~our directors and executive officers.~~GOVERNANCE

			Date First Elected or
Name	Position Held with our Company	Age	Appointed
Hong Ba	Chief Executive Officer, Chief Financial Officer, and Director	54	August 1, 2011 September 1, 2011
Junjun Wu	Director	50	September 1, 2011

The following table sets forth information regarding our directors and executive officers.

The following is a brief account of the education and business experience of directors and executive officers during the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.

			Date First Elected or
Name	Position Held with our Company	Age	Appointed
Hong Ba	Chief Executive Officer, Chief Financial Officer, and Director	55	August 1, 2011 September 1, 2011
Christina Chen	Director	22	June 8, 2022

~~Hong~~The Bafollowing is a brief account of the education and business experience of directors and executive officers during the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.

~~Mrs.~~Hong Ba joined our company in August 2011 as Chief Executive Officer and was appointed as a Director on September 1, 2011 and as our Chief Financial Officer on May 13, 2013. Mrs. Ba was born in 1966. She graduated from Taiyuan University Software in 1988. She had worked in China Eastern Airline from 1988. She has over 20 years of work experience in aviation marketing. Mrs. Ba has been working for Shanxi Jinyan Aviation Business Inc. as the president and a director from 2008. Mrs. Ba provides her services on a full time basis to our company.

~~We believe~~ Mrs. Ba isjoined ~~qualified~~our tocompany ~~serve~~in August 2011 as Chief Executive Officer and was appointed as a Director on September 1, 2011 and as our ~~board~~Chief ofFinancial ~~directors~~Officer ~~because~~on ofMay ~~her~~13, ~~extensive~~2013. ~~business~~Mrs. ~~experience~~Ba ~~and~~was ~~network~~born ofin ~~business~~1966. ~~associates~~She graduated from Taiyuan University Software in 1988. She had worked in China ~~which~~Eastern ~~will~~Airline ~~assist~~from ~~our~~1988. ~~company~~She tohas ~~seek~~over 20 years of work experience in aviation marketing. Mrs. Ba has been working for Shanxi Jinyan Aviation Business Inc. as the president and ~~identify~~a ~~future~~director ~~opportunities~~from 2008. Mrs. Ba provides her services on a full time basis to our company.

~~Junjun~~We Wubelieve Mrs. Ba is qualified to serve on our board of directors because of her extensive business experience and network of business associates in China which will assist our company to seek and identify future opportunities.

~~Mr.~~Christina WuChen was born in 1970. He graduated from Wanbailin High School in 1990. He started to do business from 1990 such as garage, scrap steel recycling, decoration materials, storage and logistics, trade, etc. Mr. Wu is the founder of Shanxi Baisheng Investment Ltd and has been serving as President and Director since founding the company in June, 2004 (Date of Inception). Shanxi Baisheng Investment Ltd is focused on investments in coal mining and real estate.

17Ms. Chen joined our company as a Director in June 2022. Ms. Chen was born in 2000. She became an entrepreneur at age 18 and has worked in the food and aquaculture industries as director and manager for over three years. She has gained significant experience as a director and manager in multiple successful companies, including helping them manage through the Covid-19 disruptions. Currently, she is leading a new team to strive to realize the strategic vision of bringing seafood from the ocean to the dining table as well as establishing an international trading business. Ms. Chen is currently a director of each of Ocean Story Fishing Group Inc., Global Cuisine & Management Group Ltd., Global Oceanic Restaurant and Management Ltd. and East Ocean Family Holdings Group Co., Ltd., all of which are private companies.

We believe Mr. Wu is qualified to serve on our board of directors because of his extensive business experience and network of business associates in China which will assist our company to seek and identify future opportunities.17

~~Corporate~~We ~~Governance~~believe Ms. Chen is qualified to serve on our board of directors because of her business experience and network of business associates in the food and aquaculture industries and involvement in import and export international trading business, which will assist our company to seek and identify future opportunities.

~~Director~~Corporate ~~Independence~~Governance

~~Our~~Director board of directors has concluded that none of our directors will be independent as the term "independent" is defined by the rules of the New York Stock Exchange and Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended.Independence

~~Board~~Our ~~Meetings~~board of directors has concluded that none of our directors will be independent as the term "independent" is defined by the rules of the New York Stock Exchange and ~~Committees~~Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended.

~~Our~~Board ~~board~~Meetings ~~of directors held no formal meetings during the year ended June 30, 2021. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors~~ and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware Corporation Law and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.Committees

WeOur doboard ~~not~~of ~~have~~directors ~~standing~~held ~~audit,~~no ~~nominating~~formal ormeetings ~~compensation~~during ~~committees,~~the oryear ~~committees~~ended ~~performing~~June ~~similar~~30, ~~functions~~2022. ~~Our~~All proceedings of the board of directors ~~believes~~were ~~that~~conducted itby isresolutions ~~not~~consented ~~necessary~~ to ~~have~~in awriting ~~standing~~by ~~audit~~all orthe ~~compensation~~directors ~~committees~~and atfiled ~~this~~with ~~time~~the ~~because~~minutes of the ~~functions~~proceedings of ~~such~~the ~~committees~~directors. ~~are~~Such ~~adequately~~resolutions ~~performed~~consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware Corporation Law and the bylaws of our ~~board~~company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

~~Our~~We ~~board~~do ~~of directors also is of the view that it is appropriate for us~~ not to have a standing audit, nominating ~~committee~~or ~~because~~compensation ~~the~~committees, ~~current~~or ~~size~~committees ofperforming ~~our~~similar ~~board of directors does not facilitate the establishment of a separate committee. Our board of directors has performed and will perform adequately the~~ functions ~~of a nominating committee~~. The directors who perform the functions of a nominating committee are not independent because they are also officers of our company. The determination of independence of directors has been made using the definition of "independent director" contained under Rule 4200(a)(15) of the Rules of the Financial Industry Regulatory Authority. Our board of directors ~~has~~believes ~~not~~that ~~adopted~~it ais ~~charter for the nomination committee. There has~~ not ~~been~~necessary ~~any defined policy or procedure requirements for stockholders~~ to ~~submit~~have ~~recommendations or nomination for directors. Our board of directors does not believe that~~ a ~~defined~~standing ~~policy~~audit ~~with~~or ~~regard~~compensation tocommittees ~~the consideration of candidates recommended by stockholders is necessary~~ at this time because ~~we believe that, given~~ the ~~early~~functions ~~stages~~ of ~~our~~such ~~development,~~committees ~~a specific nominating policy would be premature and of little assistance until our business operations~~ are atadequately aperformed ~~more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met~~ by ~~a candidate recommended by~~ our board of directors. The process of identifying and evaluating nominees for director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors' review of the candidates' resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

Our ~~company~~board ~~does~~of directors also is of the view that it is appropriate for us not to have a standing nominating committee because the current size of our board of directors does not facilitate the establishment of a separate committee. Our board of directors has performed and will perform adequately the functions of a nominating committee. The directors who perform the functions of a nominating committee are not independent because they are also officers of our company. The determination of independence of directors has been made using the definition of "independent director" contained under Rule 4200(a)(15) of the Rules of the Financial Industry Regulatory Authority. Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or ~~procedural~~procedure requirements for ~~shareholders~~stockholders to submit recommendations or ~~nominations~~nomination for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the ~~stage~~early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations ~~develop~~are toat a more advanced level. ~~Our~~There ~~company~~are ~~does~~no ~~not~~specific, ~~currently~~minimum ~~have~~qualifications ~~any~~that ~~specific~~our orboard ~~minimum~~of ~~criteria~~directors ~~for~~believes ~~the~~must ~~election~~be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees tofor ~~the~~director ~~Board~~typically begins with our board of ~~Directors~~directors ~~and~~soliciting weprofessional dofirms ~~not~~with whom we have ~~any~~an ~~specific~~existing ~~process~~business relationship, such as law firms, accounting firms or ~~procedure~~financial advisory firms, for ~~evaluating~~suitable ~~such~~candidates ~~nominees~~to serve as directors. ~~Our~~It is followed by our board of directors' ~~will~~review ~~assess~~of ~~all~~the candidates' resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether ~~submitted~~to byrecommend ~~management~~the candidates as nominees for director. We do not pay any fee to any third party or ~~shareholders,~~parties ~~and~~to ~~make~~identify ~~recommendations~~or ~~for~~evaluate ~~election~~or assist in identifying or ~~appointment~~evaluating potential nominee.

AOur ~~shareholder~~company ~~who~~does ~~wishes~~not have any defined policy or procedural requirements for shareholders to ~~communicate~~submit ~~with~~recommendations or nominations for directors. Our directors believe that, given the stage of our ~~Board~~development, a specific nominating policy would be premature and of ~~Directors~~little ~~may~~assistance dountil soour bybusiness ~~directing~~operations develop to a ~~written~~more ~~request~~advanced ~~addressed~~level. toOur ~~our~~company ~~President,~~does atnot currently have any specific or minimum criteria for the ~~address~~election ~~appearing~~of onnominees to the ~~first~~Board ~~page~~of Directors and we do not have any specific process or procedure for evaluating such nominees. Our board of ~~this~~directors ~~annual~~will ~~report~~assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

~~Audit~~A ~~Committee~~shareholder ~~and~~who ~~Audit~~wishes ~~Committee~~to ~~Financial~~communicate ~~Expert~~with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this annual report.

WeAudit doCommittee ~~not~~and ~~have~~Audit aCommittee ~~standing~~Financial audit committee at the present time. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 401(h) of Regulation S-K, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.Expert

We ~~believe~~do ~~that~~not ~~our~~have ~~board~~a ofstanding ~~directors~~audit iscommittee ~~capable~~at ofthe ~~analyzing~~present ~~and evaluating our financial statements and understanding internal controls and procedures for financial reporting~~time. ~~The~~Our board of directors ofhas ~~our~~determined ~~company does not believe~~ that itwe isdo ~~necessary~~not to have ana ~~audit~~board ~~committee~~member ~~because we believe~~ that ~~the~~qualifies ~~functions~~as of an "audit committee ~~can~~financial beexpert" ~~adequately~~as ~~performed~~defined byin ~~the~~Item ~~board~~401(h) of ~~directors.~~Regulation ~~In addition~~S-K, wenor ~~believe~~do ~~that~~we ~~retaining~~have ana ~~independent~~board ~~director~~member ~~who~~that ~~would~~qualifies ~~qualify~~ as an "~~audit committee financial expert~~independent" ~~would~~as bethe ~~overly~~term ~~costly~~is ~~and~~used ~~burdensome~~in ~~and~~Item is7(d)(3)(iv) ~~not~~of ~~warranted~~Schedule in14A ~~our~~under ~~circumstances given~~ the ~~early~~Securities ~~stages~~Exchange Act of ~~our~~1934, ~~development~~as amended.

~~Family~~We ~~Relationships~~believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

~~There~~Family ~~are no family relationships between any director or executive officer.~~Relationships

~~Involvement~~There inare ~~Certain~~no ~~Legal~~family ~~Proceedings~~relationships between any director or executive officer.

~~Our~~Involvement ~~directors, executive officers, or control persons have not been involved~~ in ~~any~~Certain ofLegal ~~the following events during the past ten years:~~Proceedings

1.Our ~~any~~directors, ~~bankruptcy petition filed by or against any business of which such person was a general partner or~~ executive ~~officer~~officers, ~~either at the time of the bankruptcy~~ or ~~within~~control ~~two~~persons ~~years~~have prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 3. being subject to any order, judgment, or decree, not ~~subsequently~~been ~~reversed,~~involved ~~suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement~~ in any ~~type~~ of ~~business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action),~~ the ~~Commission~~following orevents ~~the~~during ~~Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and~~ the ~~judgment~~past ~~has~~ten ~~not been reversed, suspended, or vacated.~~years:

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

~~Code of Ethics~~19

On September 10, 2007, our board of directors confirmed the adoption of our Code of Ethics and Business Conduct that applies to, among other persons, our company's chief executive officer, president and chief financial officer (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

	4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

~~Our~~ Code of Ethics ~~and Business Conduct requires, among other things, that all of our company's senior~~

1.On ~~honest~~September ~~and~~10, ~~ethical conduct~~2007, ~~including~~our ~~the~~board ~~ethical handling~~ of ~~actual~~directors orconfirmed ~~apparent~~the ~~conflicts~~adoption of ~~interest~~our ~~between~~Code ~~personal~~of ~~and~~Ethics ~~professional relationships; 2. full, fair, accurate, timely,~~ and ~~understandable~~Business ~~disclosure~~Conduct ~~in reports and documents~~ that weapplies ~~file with, or submit~~ to, ~~the~~among ~~Securities and Exchange Commission and in~~ other ~~public~~persons, ~~communications~~our ~~made~~company's bychief ~~us;~~executive ~~3. compliance with applicable governmental laws~~officer, ~~rules~~president and ~~regulations;~~chief 4.financial ~~the~~officer ~~prompt~~(being ~~internal~~our ~~reporting~~principal ofexecutive ~~violations~~officer, ofprincipal ~~the~~financial ~~Code~~officer ofand ~~Ethics~~principal ~~and~~accounting ~~Business~~officer), ~~Conduct~~as towell anas ~~appropriate~~persons ~~person~~performing orsimilar ~~persons~~functions. ~~identified~~As inadopted, ~~the~~our Code of Ethics and Business Conduct; ~~and~~sets 5.forth ~~accountability~~written ~~for~~standards ~~adherence~~that toare ~~the~~designed ~~Code~~to ofdeter ~~Ethics~~wrongdoing and ~~Business~~to ~~Conduct.~~promote:

~~officers~~1. ~~commit~~honest toand ~~timely~~ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. full, fair, accurate, timely, and ~~consistent~~understandable disclosure ofin ~~information;~~reports and documents that ~~they~~we ~~maintain~~file ~~confidential~~with, ~~information;~~or submit to, the Securities and ~~that~~Exchange ~~they~~Commission ~~act~~and in other public communications made by us; 3. compliance with ~~honesty~~applicable governmental laws, rules and ~~integrity~~regulations; 4. the prompt internal reporting of violations of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and 5. accountability for adherence to the Code of Ethics and Business Conduct.

InOur ~~addition, our~~ Code of Ethics and Business Conduct ~~emphasizes that all employees have a responsibility for maintaining financial integrity within our company~~requires, ~~consistent~~among ~~with generally accepted accounting principles, and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or~~ other ~~irregularities~~things, ~~whether~~that byall ~~witnessing the incident or being told~~ of ~~it, must report it to~~ our company.'s ~~Any~~senior ~~failure~~officers commit to ~~report~~timely, ~~such~~accurate ~~inappropriate~~and orconsistent ~~irregular~~disclosure ~~conduct~~ of ~~others~~information; isthat tothey bemaintain ~~treated~~confidential asinformation; aand ~~severe~~that ~~disciplinary~~they ~~matter.~~act Itwith ishonesty ~~against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Ethics~~ and ~~Business Conduct by another~~integrity.

~~Our~~In addition, our Code of Ethics and Business Conduct ~~was~~emphasizes ~~filed~~that ~~with~~all ~~the~~employees ~~Securities~~have ~~and~~a ~~Exchange~~responsibility ~~Commission~~for asmaintaining ~~Exhibit~~financial ~~14.1~~integrity towithin our ~~annual~~company, ~~report~~consistent onwith ~~Form~~generally ~~10-KSB~~accepted ~~filed~~accounting onprinciples, ~~September~~and ~~28,~~federal ~~2007~~and state securities laws. WeAny ~~will~~employee ~~provide~~who abecomes ~~copy~~aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the ~~Code~~incident or being told of ~~Ethics~~it, ~~and~~must ~~Business~~report ~~Conduct~~it to ~~any~~our ~~person~~company. ~~without~~Any ~~charge,~~failure ~~upon~~to ~~request.~~report ~~Requests~~such ~~can~~inappropriate beor ~~sent~~irregular conduct of others is to be treated as a severe disciplinary matter. It is against our ~~President~~company atpolicy ~~the~~to ~~address~~retaliate ~~appearing~~against onany individual who reports in good faith the ~~first~~violation ~~page~~or potential violation of ~~this~~our ~~annual~~company's ~~report~~Code of Ethics and Business Conduct by another.

~~Delinquent~~Our ~~Section~~Code ~~16(~~of Ethics and Business Conduct was filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report on Form 10-KSB filed on September 28, 2007. We will provide a) ~~Reports~~copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to our President at the address appearing on the first page of this annual report.

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission. Based solely on our review of such filings or written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2021, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with except that no Form 3 was filed by Shanxi Ai Chen Technology Ltd.20

20Delinquent Section 16(a) Reports

~~ITEM~~Section 1116(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission. ~~EXECUTIVE~~Based ~~COMPENSATION~~solely on our review of such filings or written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2022, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with except that no Forms 4 were filed by Hong Ba, Junjun Wu, Shanxi Ai Chen Technology Ltd. and Youzhi Li, and no Form 3 was filed by Christina Chen.

~~Summary~~ITEM ~~Compensation~~11. EXECUTIVE COMPENSATION

~~The~~Summary ~~particulars of compensation paid to the following persons:~~Compensation

~~• our~~The ~~principal~~particulars ~~executive~~of ~~officer;~~compensation paid to the following persons:

• ~~each of~~ our ~~two~~principal ~~most highly compensated~~ executive ~~officers who were serving as executive officers at the end of the year ended June 30, 2021~~officer; ~~and~~

• upeach toof our two ~~additional~~most ~~individuals~~highly ~~for~~compensated ~~whom~~executive ~~disclosure~~officers ~~would~~who ~~have~~were ~~been provided under (b) but for the fact that the individual was not~~ serving as ~~our~~ executive ~~officer~~officers at the end of the ~~most recently completed financial~~ year, ~~who we will collectively refer to as the named executive officers, for our fiscal years~~ ended June 30, ~~2021~~2022; and ~~2020, are set out in the following summary compensation table:~~

Name andPrincipalPosition	Year	Salary($)	Bonus($)	StockAwards($)	OptionAwards($)	Non-EquityIncentive Plan Compensation($)	NonqualifiedDeferredCompensationEarnings($)	All OtherCompensation($)	Total($)
Hong BaCEO, CFO and Director	20212020	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil

• up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, who we will collectively refer to as the named executive officers, for our fiscal years ended June 30, 2022 and 2021, are set out in the following summary compensation table:

Employment Agreements

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Hong Ba CEO, CFO and Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

WeEmployment ~~have not entered into any employment agreement or consulting agreement with our executive officers.~~Agreements

There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers. Our executive officers may receive stock options at the discretion of our board of directors in the future. We dohave not ~~have~~entered into any ~~material~~employment ~~bonus~~agreement or ~~profit~~consulting ~~sharing~~agreement ~~plans~~with ~~pursuant to which cash or non-cash compensation is or may be paid to~~ our ~~directors or~~ executive officers~~, except that stock options may be granted at the discretion of our board of directors~~.

WeThere ~~have~~are no ~~plans~~arrangements or ~~arrangements~~plans in ~~respect~~which ofwe ~~remuneration~~provide ~~received~~pension, retirement or ~~that~~similar ~~may~~benefits befor ~~received~~executive byofficers. ~~our~~Our executive officers tomay ~~compensate~~receive ~~such~~stock ~~officers~~options inat the ~~event~~discretion of ~~termination~~our board of ~~employment~~directors ~~(as~~in athe ~~result~~future. ofWe ~~resignation,~~do ~~retirement,~~not ~~change~~have ofany ~~control)~~material bonus or aprofit ~~change~~sharing ofplans ~~responsibilities~~pursuant ~~following~~to awhich ~~change~~cash ofor ~~control,~~non-cash ~~where~~compensation ~~the~~is ~~value~~or ofmay ~~such~~be ~~compensation~~paid ~~exceeds~~to ~~$60,000~~our ~~per~~directors or executive ~~officer~~officers, except that stock options may be granted at the discretion of our board of directors.

~~Outstanding~~We ~~Equity~~have ~~Awards~~no atplans ~~Fiscal~~or ~~Year-End~~arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

~~As at June 30, 2021, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers.~~21

~~Option~~Outstanding ~~exercises~~Equity ~~and~~Awards ~~stock~~at ~~vested~~Fiscal Year-End

As at June 30, ~~2021~~2022, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers. ~~No options have been exercised.~~

21Option exercises and stock vested

~~Compensation~~As ofat ~~Directors~~June 30, 2022, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers. No options have been exercised.

~~The~~Compensation ~~particulars~~ of ~~compensation paid to our director for our year ended June 30, 2021, is set out below:~~Directors

~~Name~~The ~~FeesEarned~~particulars ~~orPaid~~of ~~inCash($)~~compensation ~~StockAwards($)~~paid ~~OptionAwards($)~~to ~~Non-EquityIncentive~~our ~~PlanCompensation($)~~directors ~~Change~~for ~~inPensionValue~~our ~~andNonqualifiedDeferredCompensationEarnings~~year ~~All~~ended ~~OtherCompensation($)~~June ~~Total($)~~30, ~~Junjun~~2022, Wuis ~~Nil~~set ~~Nil~~out ~~Nil Nil Nil Nil Nil Hong Ba Nil Nil Nil Nil Nil Nil Nil~~below:

WeName ~~reimburse~~FeesEarned ~~our~~orPaid ~~directors~~inCash($) ~~for~~StockAwards($) ~~expenses~~OptionAwards($) ~~incurred~~Non-EquityIncentive inPlanCompensation($) ~~connection~~Change ~~with~~inPensionValue ~~attending~~andNonqualifiedDeferredCompensationEarnings ~~board~~All ~~meetings.~~OtherCompensation($) WeTotal($) ~~did~~Junjun ~~not~~Wu ~~pay~~Nil ~~director's~~Nil ~~fees~~Nil orNil ~~other~~Nil ~~cash~~Nil ~~compensation~~Nil ~~for~~Hong ~~services~~Ba ~~rendered~~Nil asNil aNil ~~director~~Nil inNil ~~the~~Nil ~~year~~Nil ~~ended~~Christina ~~June~~Chen ~~30,~~Nil ~~2021.~~Nil Nil Nil Nil Nil Nil

We ~~have~~reimburse ~~no formal plan for compensating~~ our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with ~~attendance~~attending ~~at meetings of our~~ board ~~of directors~~meetings. ~~Our~~We ~~board~~did ofnot ~~directors~~pay ~~may award special remuneration to any~~ director's ~~undertaking~~fees ~~any~~or ~~special services on our behalf~~ other ~~than~~cash ~~services ordinarily required of a director. No director received and/or accrued any~~ compensation for ~~their~~ services rendered as a director, ~~including~~in ~~committee~~the ~~participation~~year ~~and/or~~ended ~~special~~June ~~assignments~~30, 2022.

~~Aggregated~~We ~~Options~~have ~~Exercised~~no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the ~~Year~~future ~~Ended~~to ~~June~~receive ~~30,~~stock ~~2021~~options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and ~~Year~~other ~~End~~out-of-pocket ~~Option~~expenses ~~Values~~incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

AsAggregated atOptions ~~June~~Exercised ~~30,~~in ~~2021,~~the weYear ~~had~~Ended ~~not~~June ~~adopted~~30, ~~any~~2022 ~~equity compensation plan~~ and noYear ~~stock,~~End ~~options,~~Option ~~or other equity securities were awarded to our executive officers. No options have been exercised.~~Values

~~Re-pricing~~As ofat ~~Options/SARS~~June 30, 2022, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers. No options have been exercised.

~~There~~Re-pricing ~~were~~of ~~no options granted during the year ended June 30, 2021 therefore no options were re-priced.~~Options/SARS

22There were no options granted during the year ended June 30, 2022 therefore no options were re-priced.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~22

InITEM the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the Exchange Act based on information provided to us by our controlling shareholders, executive officers and directors, and this information does not necessarily indicate beneficial ownership for any other purpose12. InSECURITY ~~determining~~OWNERSHIP ~~the~~OF ~~number~~CERTAIN ofBENEFICIAL ~~shares~~OWNERS ofAND ~~our~~MANAGEMENT ~~common~~AND ~~stock~~RELATED ~~beneficially~~STOCKHOLDER owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days.MATTERS

(1) Title ofclass	(2) Name and address ofbeneficial owner	(3) Amount and nature ofbeneficial ownership	(4) Percent ofclass
Officers and Directors
common stock	Hong Ba Unit 2702, Sanlitun SOHO Building 2, No. 8, Gongtibeilu Chaoyang District, Beijing China 100027	22,000,000 Direct	16.9%
common stock	Junjun Wu 1-97 Hongqi North Street Xiaowang Village, Wanbailin District Taiyuan Shanxi PRC 030024	15,000,000 Direct	11.5%
	Directors and Officers as a Group (2 persons)	37,000,000 Direct	28.4%
5% Beneficial Owner
common stock	Shuzhen Lin #6-6-202 Juifeng Rd. 39 Jiancaoping Zone Taiyuan, Shanxi China	12,975,800 Direct	10.0%
common stock	Shanxi Ai Chen Technology Ltd. #515 - Building A, High-tech International, No. 227 Changzhi Road, Zonggai District, Taiyuan, Shanxi Province, China	21,385,001 Direct	16.4%
common stock	Youzhe Li 2020-91111 Beckwith Road, Richmond BC V6X 1V7	14,338,364 Direct	11.0%

In the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the Exchange Act based on information provided to us by our controlling shareholders, executive officers and directors, and this information does not necessarily indicate beneficial ownership for any other purpose. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days.

(1) Title of class	(2) Name and address of beneficial owner	(3) Amount and nature of beneficial ownership	(4) Percent of class
Officers and Directors
common stock	Hong Ba Unit 2702, Sanlitun SOHO Building 2, No. 8, Gongtibeilu Chaoyang District, Beijing China 100027	27,123,001 Direct	20.9%

common stock	Christina Chen 6868 Hamber St. Richmond, BC V7C 5T2 Canada	91,000,000 Direct	70.0%
	Directors and Officers as a Group (2 persons)	118,123,001 Direct	90.9%
5% Beneficial Owner
No additional 5% beneficial owners.

common stock	Maotang Bai #602 - Unit 4, No.4 Building, Minhangsushe, Tiyulu, Xiaolin District, Taiyuan, Shanxi Province, China	9,671,391 Direct	7.4%
common stock	Yongsheng Liang #302 - Unit 4, No.35 Building, Jichangsushe, No.199 Taiyu Road, Taiyuan, Shanxi Province, China	9,573,038 Direct	7.4%
common stock	Qinrong Gao 15 Floor, Huanneng Technology Plaza, Chuangye Street, Changzhi Road, Xiaodian District, Taiyuan, Shanxi Province, China	6,966,680 Direct	5.4%

Security ownership of certain beneficial owners

~~Security~~Percentage of ownership is based on 130,085,501 shares of ~~certain~~common stock issued and outstanding as of October 13, 2022. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

~~Percentage~~ITEM ~~of ownership is based on 130,085,501 shares of common stock issued and outstanding as of January 14, 2022~~13. ~~Except~~CERTAIN asRELATIONSHIPS ~~otherwise~~AND ~~indicated,~~RELATED ~~we believe that the beneficial owners of the common stock listed above~~TRANSACTIONS, ~~based~~AND onDIRECTOR information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.INDEPENDENCE

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~23

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 June 30, ~~2021~~2022, there was $1251,~~020~~ 474 (June 30, ~~2020~~2021 - $3212,~~683~~020) due to related parties in total.

During the year ended June 30, 2021, 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.

24During the year ended June 30, 2022, the CEO of the Company advanced $28,910 (June 30, 2021 - $7,048) to the Company for operating expenditure.

~~During~~For the year ended June 30, 2021, ~~the~~on ~~CEO~~December of14, 2020, the ~~Company~~debt ~~advanced~~of $733,~~048~~402 (~~June 30,~~ 2020 - $228,~~729~~201) owed to a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO 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 ~~for~~at ~~operating~~a ~~expenditure~~price of $0.005 per share.

~~For~~During the year ended June 30, ~~2021~~2022, ~~on December 14, 2020, the debt of $33,402 (2020 - $28,201) owed to~~ a company owned by Feng Li, charged the ~~husband~~Company of$7,584 ~~Mrs.~~(CAD$9,600) ~~Hong~~(June Ba30, ~~our~~2021 ~~CEO~~- ~~was~~$7,498 ~~assigned~~(CAD$9,600) toin arent. ~~transferee~~As ~~who~~of ~~entered~~June ~~into~~30, a2022, ~~debt cancellation agreement to convert~~ the debt ~~into~~of 6$11,~~680,448~~187 ~~common~~(June ~~shares~~30, of2021 ~~the~~- ~~Company~~$3,850) athas abeen ~~price~~due ofto ~~$0.005~~the ~~per~~related ~~share~~party.

~~During~~As of the year ended June 30, ~~2021~~2022, aMr ~~company owned by~~ Feng Li ~~charged~~advanced ~~the Company~~ $73,~~498~~529 (~~CAD$9,600) (~~June 30, ~~2020 - $7,140 (CAD$9,600)) in rent. As of June 30,~~ 2021, ~~the debt of $3,850 (June 30, 2020~~ - $~~27,392~~900) ~~has been due~~ to the ~~related~~Company ~~party~~for operating expenditures.

~~For~~As ~~the~~of ~~year ended~~ June 30, 2021, Lithe ~~Feng~~Company has received advances for future share issuance of $192,444 ~~the~~and ~~husband~~an advance of ~~Mrs~~$222 for operating expenditure from a related party who is an over 10% shareholder of the Company. As ~~Hong~~of BaJune 30, ~~our CEO~~2022, ~~advanced~~the Company expensed $~~900~~14,896 (June 30, ~~2020~~2021 - $114,~~550~~326) in imputed interest. 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. All advances for ~~operating~~future ~~expenditures~~share issuance were issued common shares of the Company and no such advances were outstanding as of June 30, 2022.

AsOther ofthan ~~June~~the ~~30,~~disclosure ~~2021~~above, ~~the~~none ~~Company has received advances for future share issuance~~ of ~~$192,444~~the ~~(June~~following ~~30,~~parties ~~2020 - $165~~has,~~446)~~ ~~and~~during ~~an advance of $222 (June 30, 2020 - $203) for operating expenditure from a related party who is an over 10% shareholder of~~ the Company's ~~and~~last ~~the~~two ~~Company~~fiscal ~~expensed~~years ~~$14,326~~or ~~(June 30~~thereafter, ~~2020~~had -any ~~Nil)~~material ~~in imputed~~ interest, ondirect ~~the~~or ~~accumulated amount of advances for future share issuance. On December 14~~indirect, ~~2020,~~in ~~such~~any ~~related~~transaction ~~party~~with ~~assigned~~us ~~the~~or ~~debt~~in ~~owed~~any topresently ~~him~~proposed bytransaction ~~the~~that ~~Company~~has toor awill ~~transferee~~materially ~~who~~affect ~~entered into a debt cancellation agreement to convert the debt into 38~~us,~~488,858~~ ~~common~~other ~~shares~~than ~~of the Company at a price of $0.005 per share. All advances for future share issuance were issued common shares of the Company and no outstanding~~ as ofnoted ~~June~~in ~~30,~~this ~~2021.~~section:

~~Other~~(i) ~~than~~Any ~~the disclosure above, none~~ of ~~the~~our ~~following~~directors ~~parties has, during the Company's last two fiscal years~~ or ~~thereafter,~~officers; ~~had~~(ii) ~~any~~Any ~~material~~person ~~interest, direct or indirect, in any transaction with us or in any presently~~ proposed ~~transaction~~as ~~that~~a ~~has~~nominee orfor ~~will~~election ~~materially affect us, other than~~ as ~~noted~~a ~~in this section:~~director;

(i) Any of our directors or officers; (ii) Any person proposed as a nominee for election as a director; (iii) Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; (iv) Any of our promoters; and (v) Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.24

~~Employment~~(iii) ~~Contracts~~Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; (iv) Any of our promoters; and (v) Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

WeEmployment ~~are not party to any employment contracts with our directors and officers.~~Contracts

~~Pension,~~We ~~Retirement~~are ornot ~~Similar~~party ~~Benefit~~to ~~Plans~~any employment contracts with our directors and officers.

~~There are no arrangements or plans in which we provide pension~~Pension, ~~retirement~~Retirement or ~~similar~~Similar ~~benefits~~Benefit for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.Plans

25There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Accounting Fees

The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountant, for the years ended June 30, ~~2021~~2022 and ~~2020~~2021:

Services		~~2021~~2022		~~2020~~2021
Audit fees	$	3124,~~250~~500	$	2231,~~100~~250
Tax fees		~~500~~-		1,500
All other fees		-		-
Total fees	$	3124,~~750~~500	$	2331,~~600~~750

Audit Fees

Consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by independent auditors and accountants for the fiscal years ended June 30, ~~2021~~2022 and ~~2020~~2021 in connection with statutory and regulatory filings or engagements.

Tax ~~Fees~~FeesConsisted of fees billed for professional services rendered by the principal accountant for tax compliance. Consisted of fees billed for professional services rendered by the principal accountant for tax compliance.

~~Consisted of fees billed for professional services rendered by the principal accountant for tax compliance.~~25

26PART IV

~~PART~~ITEM IV15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~ITEM~~(a) ~~15.~~(1) ~~EXHIBITS,~~Financial ~~FINANCIAL STATEMENT SCHEDULES~~Statements.

~~(a)~~Report ~~(1)~~of ~~Financial~~Independent ~~Statements.~~Registered Public Accounting Firm

~~Report~~Consolidated Balance Sheets as of ~~Independent~~June ~~Registered~~30, ~~Public~~2022 ~~Accounting~~and ~~Firm~~2021

Consolidated ~~Balance~~Statements ~~Sheets~~of asOperations ofand Comprehensive Loss for the Years Ended June 30, ~~2021~~2022 and ~~2020~~2021

Consolidated Statements of ~~Operations~~Changes ~~and~~in ~~Comprehensive~~Shareholders' ~~Loss~~(Deficit) ~~for~~as ~~the~~of ~~Years Ended~~ June 30, ~~2021~~2022 and ~~2020~~2021

Consolidated Statements of ~~Changes~~Cash inFlows ~~Shareholders'~~for ~~(Deficit)~~the asYears ofEnded June 30, ~~2021~~2022 and ~~2020~~2021

~~Consolidated~~Notes ~~Statements~~to ofConsolidated ~~Cash~~Financial ~~Flows for the Years Ended June 30, 2021 and 2020~~Statements

~~Notes~~(3) toThe ~~Consolidated~~following ~~Financial~~Exhibits ~~Statements~~are filed as part of this report on Form 10-K:

(3) The following Exhibits are filed as part of this report on Form 10-K:

(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 Quarterly 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)
(4)	Description of Registrant's Securities
4.1	Description of Common Stock (incorporated by reference to an exhibit to the Annual Report on Form 10-K filed on September 27, 2019)
(10)	Material Contracts
10.1	Stock Purchase Agreement, dated June 6, 2022, by and among the Purchasers and Sellers (attached as an exhibit to our Current Report on Form 8-K filed June 10, 2022)
(14)	Code of Ethics
14.1	Code of Ethics adopted September 10, 2007 (attached as an exhibit to our annual report on Form 10-KSB filed September 28, 2007)

(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 Quarterly 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)
(4)	Description of Registrant's Securities
4.1	Description of Common Stock (incorporated by reference to an exhibit to the Annual Report on Form 10-K filed on September 27, 2019)
(10)	Material Contracts
10.1	Debt Cancellation Agreement between the certain Creditors dated December 14, 2020 (attached as an exhibit to our Current Report on Form 8-K filed December 18, 2020)
(14)	Code of Ethics
14.1	Code of Ethics adopted September 10, 2007 (attached as an exhibit to our annual report on Form 10-KSB filed September 28, 2007)

(21)	Subsidiaries of Registrant
21.1	List of Subsidiaries (attached as an exhibit to our annual report on Form 10-K filed on October 11, 2012)
(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).

(21)	Subsidiaries of Registrant
21.1	List of Subsidiaries (attached as an exhibit to our annual report on Form 10-K filed on October 11, 2012)
(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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*filed herewith

*filedITEM ~~herewith~~16. FORM 10-K SUMMARY.

~~ITEM 16~~None. ~~FORM 10-K SUMMARY.~~

~~None.~~27

28SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of Section 13 or 15(d) 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.

~~Pursuant~~W&E toSOURCE ~~the~~CORP. ~~requirements~~By: of/s/ ~~Section~~Hong 13Ba orHong ~~15(d)~~Ba ofCEO, ~~the~~CFO ~~Securities~~Principal ~~Exchange~~Executive ~~Act of 1934~~Officer, ~~the~~Principal ~~registrant~~Financial ~~has~~Officer ~~duly~~and ~~caused~~Principal ~~this~~Accounting ~~report~~Officer toDate: beOctober ~~signed on its behalf by the undersigned~~13, ~~thereunto duly authorized.~~2022

~~W&E~~Pursuant ~~SOURCE~~to ~~CORP~~the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

~~By:~~ /s/ Hong Ba Hong Ba Director, CEO, ~~CFO~~CFOPrincipal ~~Principal~~ Executive Officer, Principal Financial Officer and Principal Accounting Officer Date: ~~January~~October 1413, 2022 /s/ Christina Chen Christina Chen Director Date: October 13, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.28

~~/s/~~W&E ~~Hong~~Source ~~Ba Hong Ba Director, CEO, CFO Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Date: January 14, 2022 /s/ Junjun Wu Junjun Wu Director Date: January 14, 2022~~Corp.

29Financial Statements

~~W&E~~As ~~Source~~of ~~Corp.~~and for the years ended June 30, 2022 and 2021

~~Financial Statements~~Contents

As of and for the years ended June 30, 2021 and 2020

Report of Independent Registered Public Accounting Firm PCAOB ID: 5854	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-3
Consolidated Statements of Changes in Shareholders' (Deficit)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6-11

~~Contents~~29

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-3
Consolidated Statements of Changes in Shareholders' (Deficit)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6-11

To the Shareholders and Board of Directors,

30W&E Source Corp.

ToOpinion on the ~~Shareholders~~Consolidated ~~and~~Financial ~~Board of Directors,~~Statements

We have audited the accompanying consolidated balance sheets of W&E Source Corp. (the "Company") as of June 30, 2022 and 2021, the related statements of operations, stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~Opinion~~Going onConcern ~~the Consolidated Financial Statements~~Matter

WeThe ~~have audited the~~ accompanying consolidated ~~balance~~financial ~~sheets~~statements ofhave ~~W&E~~been ~~Source~~prepared ~~Corp.~~assuming (that the "Company") aswill ofcontinue ~~June~~as ~~30,~~a ~~2021~~going ~~and~~concern. ~~2020,~~As ~~the~~discussed ~~related~~in ~~statements~~Note of3 ~~operations, stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively referred~~ to as the "consolidated financial statements~~"). In our opinion~~, the ~~financial~~Company ~~statements~~has ~~present~~suffered ~~fairly,~~recurring inlosses ~~all~~from ~~material~~operations ~~respects,~~that ~~the~~raises ~~financial~~substantial ~~position~~doubt ofabout ~~the~~its ~~Company~~ability to continue as ofa ~~June~~going ~~30,~~concern. ~~2021~~Management's ~~and~~plans ~~2020,~~in ~~and~~regard ~~the~~to ~~results~~these ofmatters ~~its~~are ~~operations~~also ~~and~~described ~~its~~in ~~cash~~Note ~~flows~~3. ~~for~~The ~~the~~consolidated ~~years~~financial ~~then~~statements ~~ended,~~do innot ~~conformity~~include ~~with~~any ~~accounting~~adjustments ~~principles~~that ~~generally~~might ~~accepted~~result infrom the ~~United~~outcome ~~States~~of this uncertainty.

~~Going~~Basis ~~Concern~~for ~~Matter~~Opinion

~~The~~These ~~accompanying~~consolidated financial statements ~~have~~are ~~been~~the ~~prepared~~responsibility ~~assuming~~of ~~that~~ the Company's ~~will~~management. ~~continue~~Our asresponsibility ais ~~going~~to ~~concern.~~express Asan ~~discussed~~opinion inon ~~Note~~the 3Company's toconsolidated ~~the~~ financial statements, ~~the~~based ~~Company~~on ~~has~~our ~~suffered~~audit. ~~recurring~~We ~~losses~~are ~~from~~a ~~operations~~public ~~that~~accounting ~~raises~~firm ~~substantial~~registered ~~doubt~~with ~~about~~the ~~its~~Public ~~ability~~Company toAccounting ~~continue~~Oversight asBoard a(United ~~going~~States) ~~concern.~~("PCAOB") ~~Management's~~and ~~plans~~are inrequired ~~regard~~ to ~~these~~be ~~matters~~independent ~~are~~with ~~also~~respect ~~described~~to the Company in ~~Note~~accordance 3.with ~~The~~the ~~financial~~U.S. ~~statements~~federal dosecurities ~~not~~laws ~~include~~and ~~any~~the ~~adjustments~~applicable ~~that~~rules ~~might~~and ~~result~~regulations ~~from~~of the ~~outcome~~Securities ofand ~~this~~Exchange ~~uncertainty~~Commission and the PCAOB.

~~Basis~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for ~~Opinion~~the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~These~~Our ~~financial~~audits ~~statements~~included ~~are~~performing ~~the~~procedures ~~responsibility~~to ofassess the ~~Company's~~risks ~~management.~~of ~~Our~~material ~~responsibility~~misstatement, iswhether due to ~~express~~error anor ~~opinion~~fraud, onand ~~the~~performing ~~Company's~~procedures ~~financial~~that ~~statements~~respond ~~based~~to onthose ~~our audit~~risks. WeSuch ~~are~~procedures included examining, on a ~~public~~test ~~accounting~~basis, ~~firm~~evidence ~~registered~~regarding ~~with~~the amounts and disclosures in the ~~Public~~consolidated ~~Company~~financial ~~Accounting~~statements. ~~Oversight~~Our ~~Board~~audit ~~(United~~also ~~States)~~included ~~("PCAOB")~~evaluating ~~and~~the ~~are~~accounting ~~required~~principles toused beand ~~independent~~significant ~~with~~estimates ~~respect~~made toby ~~the~~management, ~~Company~~as inwell ~~accordance~~as ~~with~~evaluating the ~~U.S.~~overall ~~federal~~presentation ~~securities~~of ~~laws~~the ~~and~~consolidated ~~the~~financial ~~applicable~~statements. ~~rules~~We ~~and~~believe ~~regulations~~that ofour ~~the~~audit ~~Securities~~provides ~~and~~a ~~Exchange~~reasonable ~~Commission~~basis ~~and~~for ~~the~~our ~~PCAOB~~opinion.

WeCritical ~~conducted~~Audit our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.Matters

~~Our~~Critical ~~audits~~audit ~~included~~matters ~~performing~~are ~~procedures~~matters toarising ~~assess~~from the ~~risks~~current ofperiod ~~material~~audit ~~misstatement,~~of ~~whether~~the ~~due~~consolidated tofinancial ~~error~~statements orthat ~~fraud,~~were ~~and~~communicated ~~performing~~or ~~procedures~~required ~~that respond~~ to ~~those~~be ~~risks.~~communicated ~~Such~~to ~~procedures~~the ~~included~~audit ~~examining,~~committee onand athat: ~~test~~(1) ~~basis,~~relate ~~evidence~~to ~~regarding~~accounts ~~the~~or ~~amounts~~disclosures ~~and~~that ~~disclosures~~are inmaterial to the consolidated financial statements. ~~Our audit also included evaluating the accounting principles used~~ and ~~significant~~(2) ~~estimates~~involved ~~made~~our byespecially ~~management~~challenging, assubjective, ~~well~~or ascomplex ~~evaluating the overall presentation of the financial statements~~judgments. We ~~believe~~determined that ~~our~~there ~~audit~~are ~~provides~~no acritical ~~reasonable~~audit ~~basis for our opinion~~matters.

~~Critical~~/s/ ~~Audit~~TAAD ~~Matters~~LLP

~~Critical~~We ~~audit~~have ~~matters~~served ~~are~~as ~~matters arising from~~ the ~~current~~Company's ~~period~~auditor ~~audit~~since of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.2016

~~/s/~~Diamond ~~TAAD~~Bar, ~~LLP~~California

WeOctober ~~have~~13, ~~served as the Company's auditor since 2016~~2022

~~Diamond Bar, California~~______________________________

~~January 14, 2022~~F-1

~~F-1~~W&E Source Corp.

~~W&E~~(Formerly ~~Source~~News ~~Corp~~of China Inc.)

~~(Formerly~~Consolidated ~~News~~Balance ~~of China Inc.)~~Sheets

~~Consolidated~~As ~~Balance~~of ~~Sheets~~June 30, 2022 and 2021

~~As of June 30, 2021 and 2020~~(Audited)

(Audited)

		June 30, 2022			June 30, 2021

Assets
Current Assets
Cash	$	853		$	2,248
Other Receivables		40			42
Total current assets		893			2,290

Non-Current Assets
Prepayments/Deposits		11,653			12,030
Total non-current assets		11,653			12,030

TOTAL ASSETS	$	12,546		$	14,320

Liabilities and Shareholders' Deficit
Current liabilities
Accounts payable and accrued liabilities	$	49,310		$	24,561
Advances from related parties and related party payables		51,474			12,020
Total current liabilities		100,784			36,581

TOTAL LIABILITIES		100,784			36,581

Shareholders' deficit
Common stock, $0.0001 par value, 500,000,000 shares authorized, 130,085,501 shares issued and outstanding as of June 30, 2022 and 2021		13,009			13,009
Additional paid-in capital		1,217,646			1,217,106
Accumulated deficit		(1,327,434	)		(1,255,841	)
Accumulated other comprehensive income		8,541			3,465
Total shareholders' deficit		(88,238	)		(22,261	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	12,546		$	14,320

		June 30, 2021			June 30, 2020
Assets
Current Assets
Cash	$	2,248		$	3,508
Other Receivables		42			38
Total current assets		2,290			3,546
Non-Current Assets
Prepayments/Deposits		12,030			11,016
Total non-current assets		12,030			11,016
TOTAL ASSETS	$	14,320		$	14,562
Liabilities and Shareholders' Deficit
Current liabilities
Accounts payable and accrued liabilities	$	24,561		$	15,351
Advanced for share issuance from related party		-			165,446
Advances from related parties and related party payables		12,020			32,683
Total current liabilities		36,581			213,480
TOTAL LIABILITIES		36,581			213,480
Shareholders' deficit
Common stock, $0.0001 par value, 500,000,000 shares authorized, 130,085,501 and 82,489,391 shares issued and outstanding as of June 30, 2021 and 2020, respectively		13,009			8,249
Additional paid-in capital		1,217,106			1,059,931
Accumulated deficit		(1,255,841	)		(1,283,018	)
Accumulated other comprehensive income		3,465			15,920
Total shareholders' deficit		(22,261	)		(198,918	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	14,320		$	14,562

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-2

~~F-2~~ W&E Source Corp.

~~W&E~~(Formerly ~~Source~~News ~~Corp~~of China Inc.)

~~(Formerly~~Consolidated ~~News~~Statements of ~~China~~Operations ~~Inc.)~~and Comprehensive Loss

~~Consolidated~~For ~~Statements~~the ofYears ~~Operations~~Ended ~~and~~June ~~Comprehensive~~30, ~~Loss~~2022 and 2021

~~For the Years Ended June 30, 2021 and 2020~~(Audited)

(Audited)

		June 30, 2022			June 30, 2021
Revenues	$	-		$	-
Cost of revenues		-			-
Gross profit		-			-
Operating expenses
General and administrative expenses		65,730			55,028
Total operating expenses		65,730			55,028

Operating Loss		(65,730	)		(55,028	)

Other income (expense)

Interest expense		(542	)		(14,386	)
Gain on debt settlement		-			90,433
Foreign currency exchange gain (loss)		(5,321	)		6,158
Total other income (expense)		(5,863	)		82,205

Net income (loss)		(71,593	)		27,177
Other comprehensive income (loss):
Cumulative foreign currency translation adjustment		3,282			12,456

Comprehensive income (loss)	$	(68,311	)	$	39,633

Weighted average number of shares outstanding - basic and diluted		130,085,501			108,379,583

Income (loss) per share - basic and diluted	$	(0.00	)	$	0.00

		June 30, 2021			June 30, 2020
Revenues	$	-		$	784
Cost of revenues		-			-
Gross profit		-			784
Operating expenses
General and administrative expenses		55,028			51,286
Total operating expenses		55,028			51,286
Operating Loss		(55,028	)		(50,502	)
Other income (expense)
Interest expense		(14,386	)		-
Gain on debt settlement		90,433			-
Foreign currency exchange gain (loss)		6,158			(4,657	)
Total other income (expense)		82,205			(4,657	)
Net income (loss)		27,177			(55,159	)
Other comprehensive income (loss):
Cumulative foreign currency translation adjustment		12,456			6,276
Comprehensive income (loss)	$	39,633		$	(48,883	)
Weighted average number of shares outstanding - basic and diluted		108,379,583			82,489,391
Income (loss) per share - basic and diluted	$	0.00		$	(0.00	)

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-3

~~F-3~~W&E Source Corp.

~~W&E~~(Formerly ~~Source~~News ~~Corp~~of China, Inc.)

~~(Formerly~~Consolidated ~~News~~Statements of ~~China,~~Changes ~~Inc.~~in Shareholders' (Deficit)

~~Consolidated~~As ~~Statements~~ of ~~Changes~~June in30, ~~Shareholders'~~2022 ~~(Deficit)~~and 2021

~~As of June 30, 2021 and 2020~~(Audited)

(Audited)

		Common	Additional	Accumulated other				Total
		Stock	Paid-in	Comprehensive		Accumulated		Shareholders'
	Shares	Amount	Capital	Income		Deficit		Equity (Deficit)
Balance at June 30, 2020	82,489,391	8,249	1,059,931	15,920		(1,283,018	)	(198,918	)
Imputed interest	-	-	13,091	-		-		13,091
Foreign currency translation adjustment	-	-	-	(3,735	)	-		(3,735	)
Net Loss	-	-	-	-		(26,468	)	(26,468	)
Balance at September 30, 2020	82,489,391	8,249	1,073,022	12,185		(1,309,486	)	(216,030	)
Imputed interest	-	-	1,235	-		-		1,235
Share issuance by debts settlement	47,596,110	4,760	142,788	-		-		147,548
Foreign currency translation adjustment	-	-	-	(8,052	)	-		(8,052	)
Net Loss	-	-	-	-		82,863		82,863
Balance at December 31, 2020	130,085,501	13,009	1,217,045	4,133		(1,226,623	)	7,564
Foreign currency translation adjustment	-	-	-	805		-		805
Net Loss	-	-	-	-		(12,173	)	(12,173	)
Balance at March 31, 2021	130,085,501	13,009	1,217,045	4,938		(1,238,796	)	(3,804	)
Imputed interest	-	-	61	-		-		61
Foreign currency translation adjustment	-	-	-	(1,473	)	-		(1,473	)
Net Loss	-	-	-	-		(17,045	)	(17,045	)
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	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	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	130,085,501	13,009	1,217,317	2,588		(1,292,694	)	(59,780	)
Imputed interest	-	-	329	-		-		329
Foreign currency translation adjustment	-	-	-	5,953		-		5,953
Net Loss	-	-	-	-		(34,740	)	(34,740	)
Balance at June 30, 2022	130,085,501	13,009	1,217,646	8,541		(1,327,434	)	(88,238	)

				Accumulated				Total
		Common	Additional	other				Shareholders'
		Stock	Paid-in	Comprehensive		Accumulated		Equity
	Shares	Amount	Capital	Income		Deficit		(Deficit)
Balance at June 30, 2019	82,489,391	8,249	1,059,931	11,390		(1,227,859	)	(148,289	)
Foreign currency translation adjustment	-	-	-	2,841		-		2,841
Net Loss	-	-	-	-		(22,399	)	(22,399	)
Balance at September 30, 2019	82,489,391	8,249	1,059,931	14,231		(1,250,258	)	(167,847	)
Foreign currency translation adjustment	-	-	-	(3,065	)	-		(3,065	)
Net Loss	-	-	-	-		(5,585	)	(5,585	)
Balance at December 31, 2019	82,489,391	8,249	1,059,931	11,166		(1,255,843	)	(176,497	)
Foreign currency translation adjustment	-	-	-	8,300		-		8,300
Net Loss	-	-	-	-		(17,748	)	(17,748	)
Balance at March 31, 2020	82,489,391	8,249	1,059,931	19,466		(1,273,591	)	(185,945	)
Foreign currency translation adjustment	-	-	-	(3,546	)	-		(3,546	)
Net Loss	-	-	-	-		(9,427	)	(9,427	)
Balance at June 30, 2020	82,489,391	8,249	1,059,931	15,920		(1,283,018	)	(198,918	)
Imputed interest	-	-	13,091	-		-		13,091
Foreign currency translation adjustment	-	-	-	(3,735	)	-		(3,735	)
Net Loss	-	-	-	-		(26,468	)	(26,468	)
Balance at September 30, 2020	82,489,391	8,249	1,073,022	12,185		(1,309,486	)	(216,030	)
Imputed interest	-	-	1,235	-		-		1,235
Share issuance by debts settlement	47,596,110	4,760	142,788	-		-		147,548
Foreign currency translation adjustment	-	-	-	(8,052	)	-		(8,052	)
Net Loss	-	-	-	-		82,863		82,863
Balance at December 31, 2020	130,085,501	13,009	1,217,045	4,133		(1,226,623	)	7,564
Foreign currency translation adjustment	-	-	-	805		-		805
Net Loss	-	-	-	-		(12,173	)	(12,173	)
Balance at March 31, 2021	130,085,501	13,009	1,217,045	4,938		(1,238,796	)	(3,804	)
Imputed interest	-	-	61	-		-		61
Foreign currency translation adjustment	-	-	-	(1,473	)	-		(1,473	)
Net Loss	-	-	-	-		(17,045	)	(17,045	)
Balance at June 30, 2021	130,085,501	13,009	1,217,045	3,465		(1,255,841	)	(22,261	)

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-4

~~F-4~~W&E Source Corp.(Formerly News of China, Inc.)Consolidated Statements of Cash FlowsFor the Years Ended June 30, 2022 and 2021(Audited)

W&E Source Corp.

		June 30, 2022			June 30, 2021
Cash Flow from Operating Activities
Net income (loss)	$	(71,593	)	$	27,177
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Foreign currency exchange gain (loss)		2,955			7,600
Gain on debt settlement		-			(90,433	)
Imputed interest to related party		542			14,386
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued liabilities		25,011			8,109
Increase (decrease) in related party payable		-			(537	)
Net cash used in operating activities		(43,085	)		(33,698	)

Cash Flows from Financing Activities

Proceeds from related parties		40,478			32,153
Net cash provided by financing activities		40,478			32,153

Cumulative translation adjustment		1,212			285

Net increase (decrease) in cash for the year		(1,395	)		(1,260	)
Beginning of period		2,248			3,508
End of period	$	853		$	2,248

Supplemental cash flows information
Interest paid		-			-
Income tax paid		-			-
Non cash investing and financing activities
Share issuance for the debt settlement		-			237,981

~~(Formerly~~The ~~News~~accompanying notes are an integral part of ~~China,~~these ~~Inc~~consolidated financial statements.)

~~Consolidated Statements of Cash Flows~~F-5

~~For~~W&E Source Corp.(Formerly News of China, Inc.)Notes to Consolidated Financial StatementsFor the Years Ended June 30, ~~2021~~2022 and ~~2020~~2021

~~(Audited)~~Note 1 - Organization and Nature of Operations

		June 30, 2021			June 30, 2020
Cash Flow from Operating Activities
Net income (loss)	$	27,177		$	(55,159	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Foreign currency exchange gain (loss)		7,600			(1,159	)
Gain on debt settlement		(90,433	)		-
Imputed interest to related party		14,386			-
Change in operating assets and liabilities:
(Increase) decrease in other receivable		-			(818	)
Increase (decrease) in accounts payable and accrued liabilities		8,109			(3,601	)
Increase (decrease) in related party payable		(537	)		11,278
Net cash used in operating activities		(33,698	)		(49,459	)
Cash Flows from Financing Activities
Proceeds from related parties		32,153			49,744
Net cash provided by financing activities		32,153			49,744
Cumulative translation adjustment		285			715
Net increase (decrease) in cash for the year		(1,260	)		1,000
Beginning of period		3,508			2,508
End of period	$	2,248		$	3,508
Supplemental cash flows information
Interest paid		-			-
Income tax paid		-			-
Non cash investing and financing activities
Share issuance for the debt settlement		237,981			-

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.

~~The~~On ~~accompanying~~August ~~notes~~25, ~~are~~2011, anthe ~~integral~~Company ~~part~~incorporated a company called Airchn Travel Global, Inc. ("ATGI") in the State of ~~these~~Washington, ~~consolidated~~USA. ~~financial~~ATGI ~~statements~~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.

~~F-5~~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. ~~(Formerly~~and ~~News~~increased ofits ~~China~~authorized shares to 500,000,000 ~~Inc~~shares.) ~~Notes~~As toa ~~Consolidated~~result ~~Financial~~of ~~Statements~~the ~~For~~name change, the ~~Years~~Company's ~~Ended~~listing ~~June~~symbol ~~30,~~was ~~2021~~also ~~and~~changed ~~2020~~to WESC.

~~Note~~During 1the -year ~~Organization~~ended ~~and~~June ~~Nature~~30, 2012, the Company incorporated a company named Airchn Travel (Beijing) Inc. ("ATBI") in Beijing, China. ATBI is also a wholly owned subsidiary of ~~Operations~~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"), ~~was~~entered ~~incorporated~~into inthe Share Purchase Agreement (the ~~State~~"Agreement") ofwith ~~Delaware~~Mr. onWu ~~October~~Hao 11(the "Seller"), ~~2005~~a ~~and~~majority isshareholder ~~based~~of inChengdu ~~Montréal,~~Baopiao ~~Québec~~Internet Co., ~~Canada~~Ltd. ~~The~~("Baopiao"), ~~Company~~to isacquire ~~providing~~part ~~air~~of ~~ticket~~his ~~reservations,~~ownership ~~hotel~~in ~~reservations~~Baopiao which equals 51% of all issued and ~~other~~outstanding ~~travel~~stock ~~related~~of ~~services~~Baopiao (the "Shares").

OnThe ~~August~~Company ~~25,~~will ~~2011~~pay for the aggregate purchase price of RMB 2,550,000 for the ~~Company~~Shares ~~incorporated~~in acash ~~company~~and ~~called~~by ~~Airchn~~assuming ~~Travel~~the ~~Global~~Seller's debt to Baopiao in the amount of RMB1,800,000 ~~Inc.~~(approximately US $289,000) (the "~~ATGI~~Debt"). inAccording to the ~~State~~terms of ~~Washington~~the Agreement, ~~USA.~~the ~~ATGI~~Company iswill aassume ~~wholly~~the ~~owned~~Debt ~~subsidiary~~upon execution of the ~~Company.~~Agreement ~~ATGI~~and ~~focuses~~pay onthe aSeller ~~business~~the ~~segment~~remaining RMB750,000 of ~~travel~~the ~~businesses~~purchase ~~which~~price ~~includes~~within ~~air~~20 ~~ticket~~days ~~reservations~~from the execution of the Agreement. Also at execution, ~~hotel~~the ~~reservations~~Company will pay Baopiao RMB200,000 as repayment of the Debt and ~~other~~satisfy ~~travel~~the ~~services~~remaining Debt of RMB1,600,000 within 20 days from the execution of the Agreement.

OnAlso ~~October~~pursuant 4,to ~~2011~~the Agreement, the ~~Company~~Seller ~~incorporated~~will aprovide ~~company~~guaranties ~~called~~that ~~Airchn~~other ~~Travel~~than ~~(Canada)~~the ~~Inc.~~information ~~("ATCI")~~including infinancial statements provided to the ~~Province~~Company, ofBaopiao ~~British~~does ~~Columbia~~not have any other debts, ~~Canada.~~and ~~ATCI~~no isthird aparty ~~wholly~~has ~~owned~~any ~~subsidiary~~rights or liens on the assets of ~~ATGI~~Baopiao. ~~ATCI~~The ~~has~~Seller aand ~~similar~~Baopiao ~~business~~will ~~segment~~also asindemnify ~~ATGI~~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.

InBaopiao ~~January~~has ~~2012,~~obtained the ~~Company~~necessary ~~changed~~shareholder ~~its~~approval ~~name~~for ~~from~~the ~~News~~transfer of ~~China,~~the ~~Inc.~~Shares toand ~~W&E~~will ~~Source~~register ~~Corp.~~the ~~and~~transfer ~~increased~~of ~~its~~the ~~authorized~~Shares ~~shares~~with tothe ~~500,000,000~~applicable ~~shares.~~State AsAdministration afor ~~result~~Industry ofand ~~the~~Commerce ~~name~~within ~~change,~~three ~~the~~days ~~Company's~~from ~~listing~~the ~~symbol~~date ~~was~~of ~~also~~the ~~changed to WESC~~Agreement.

~~During~~In connection with the ~~quarter~~Agreement, ~~ended~~the ~~March~~Company ~~31,~~also ~~2012,~~entered into an agreement with the ~~Company~~Seller ~~incorporated~~and aBaopiao ~~company~~that ~~named~~as ~~Airchn~~an ~~Travel~~incentive ~~(Beijing)~~for ~~Inc.~~the ~~("ATBI")~~management inteam ~~Beijing~~of Baopiao, ~~China.~~the ~~ATBI~~Company iswill ~~also~~reserve aup ~~wholly~~to ~~owned~~26 ~~subsidiary~~million shares of ~~ATGI.~~its ~~ATBI~~common ~~has~~stock afor ~~similar~~issuance ~~business~~to ~~segment~~the asBaopiao ~~ATGI~~employees upon achievement of certain milestones over the next three years.

OnThe ~~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~~was ~~"Seller"),~~not acompleted ~~majority~~in ~~shareholder of Chengdu Baopiao Internet Co.~~January, ~~Ltd.~~2013 ~~("Baopiao"),~~and toboth ~~acquire~~the ~~part~~Company ofand ~~his~~Mr. ~~ownership~~Wu inHao ~~Baopiao~~agreed ~~which~~to ~~equals~~terminate ~~51%~~the ofagreement ~~all~~entered ~~issued~~on ~~and~~December ~~outstanding~~15, ~~stock of Baopiao (the "Shares")~~2012.

~~The~~On ~~Company~~June ~~will~~6, ~~pay~~2022, ~~for~~certain shareholders of the ~~aggregate~~Company ~~purchase~~entered ~~price~~into ofa ~~RMB~~Stock ~~2,550,000~~Purchase ~~for~~Agreement (the ~~Shares~~"SPA") inwith ~~cash~~Hong Ba and byXingru ~~assuming~~(Christina) ~~the~~Chen ~~Seller's~~for ~~debt~~the tosale ~~Baopiao~~and inpurchase ~~the~~of ~~amount~~an aggregate of ~~RMB1~~118,~~800~~123,~~000~~001 ~~(approximately~~shares USof ~~$289,000)~~common (stock of the ~~"Debt")~~Company. ~~According~~On June to8, 2022, the ~~terms~~transaction ofcontemplated by the ~~Agreement~~SPA closed, ~~the~~representing ~~Company~~approximately ~~will~~90.8% ~~assume~~of the ~~Debt~~Company's ~~upon~~issued ~~execution~~and ofoutstanding ~~the~~common ~~Agreement~~shares. ~~and~~For ~~pay~~detail ~~the~~refer ~~Seller~~to the ~~remaining~~Form ~~RMB750~~8-K filed on June 10,~~000~~ of2022. ~~the~~It ~~purchase~~resulted ~~price~~in ~~within~~change 20of ~~days~~control ~~from~~of the ~~execution~~Company. Pursuant to the provisions of the ~~Agreement.~~SPA, ~~Also~~effective atJune ~~execution~~8, ~~the~~2022, ~~Company~~Junjun ~~will~~Wu ~~pay~~resigned ~~Baopiao~~as ~~RMB200~~a member of the Board of Directors, ~~000~~Hong Ba would continue to serve as ~~repayment~~a director of the ~~Debt~~Company, CEO and ~~satisfy~~CFO of the ~~remaining~~Company ~~Debt~~and the Board of ~~RMB1,600,000~~Directors ~~within~~appointed 20Christina ~~days~~Chen ~~from~~as ~~the~~a ~~execution~~director of the ~~Agreement~~Company.

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.F-6

~~Baopiao~~Note ~~has~~2 ~~obtained~~- ~~the~~Summary ~~necessary shareholder approval for the transfer~~ of ~~the~~Significant ~~Shares~~Accounting ~~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.~~Policies

Ina. ~~connection~~Basis ~~with~~of ~~the~~presentation. ~~Agreement,~~The ~~the~~ Company ~~also~~prepares ~~entered~~its ~~into~~financial anstatements ~~agreement~~in accordance with ~~the~~accounting ~~Seller~~principles ~~and~~generally ~~Baopiao~~accepted ~~that~~in asthe anUnited ~~incentive~~States. ~~for~~This ~~the~~basis ~~management team~~ of ~~Baopiao,~~accounting involves the ~~Company~~application ~~will~~of ~~reserve~~accrual upaccounting toand 26consequently, ~~million~~revenues ~~shares~~and ofgains ~~its~~are ~~common~~recognized ~~stock~~when ~~for~~earned, ~~issuance~~and toexpenses ~~the~~and ~~Baopiao~~losses ~~employees~~are ~~upon~~recognized ~~achievement~~when ofincurred. ~~certain~~The ~~milestones~~consolidated ~~over~~financial ~~the~~statements ~~next~~are ~~three~~expressed ~~years~~in U.S. dollars.

~~The~~b. ~~Share~~Foreign ~~Purchase~~currency ~~Agreement~~translation. ~~with~~ATCI's Mrand ATBI's functional currency for operations is the Canadian dollar and Chinese yuan. WuHowever, ~~Hao~~the ~~was~~Company's ~~not~~reporting ~~completed~~currency inis ~~January~~the U.S. dollar. Therefore, ~~2013~~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 ~~both~~the cash flows for each period have been translated into U.S. dollars using the ~~Company~~average rate of the reporting period, and Mrassets and liabilities have been translated using the exchange rate at the end of the period. WuAll ~~Hao~~resulting ~~agreed~~exchange todifferences ~~terminate~~are reported in the ~~agreement~~cumulative ~~entered~~translation onadjustment ~~December~~account ~~15,~~as ~~2012~~a separate component of shareholders' equity. As at June 30, 2022, the foreign exchange rate were adopted:

F-6

	RMB to USD	CAD to USD
Spot rate:	0.1493	0.7769
Average rate:	0.1549	0.7900

~~Note~~c. 2Principles -of ~~Summary~~consolidation. The consolidated statements include the accounts of ~~Significant~~the ~~Accounting~~Company ~~Policies~~and its wholly owned subsidiaries, ATGI, ATCI and ATBI. All inter-company transactions and balances were eliminated.

ad. ~~Basis~~Use of ~~presentation~~Estimates. The ~~Company~~preparation ~~prepares~~of ~~its~~consolidated financial statements in ~~accordance~~conformity with accounting principles generally accepted in the United States. ~~This basis~~ of ~~accounting~~America ~~involves~~requires ~~the~~management ~~application~~to ofmake ~~accrual~~estimates ~~accounting~~ and ~~consequently,~~assumptions ~~revenues~~that ~~and~~affect ~~gains~~the ~~are~~reported ~~recognized~~amounts ~~when~~of ~~earned,~~assets and ~~expenses~~liabilities and ~~losses~~disclosure ~~are~~of ~~recognized~~contingent ~~when~~assets ~~incurred.~~and ~~The~~liabilities as of the date of the consolidated financial statements ~~are~~and ~~expressed~~the inreported Uamounts of revenues and expense during the period.S. ~~dollars~~Actual results could differ from those estimates.

be. ~~Foreign~~Loss ~~currency~~per ~~translation~~share. ~~ATCI's~~Basic ~~and~~loss ~~ATBI's~~per ~~functional~~share ~~currency~~("EPS") ~~for~~is ~~operations~~computed isby ~~the~~dividing ~~Canadian~~net ~~dollar~~loss ~~and~~available ~~Chinese~~to ~~yuan.~~common ~~However,~~stockholders by the ~~Company's~~weighted ~~reporting~~average ~~currency~~number isof ~~the~~common ~~U.S.~~shares ~~dollar.~~outstanding ~~Therefore,~~during the ~~consolidated~~period, ~~financial~~excluding ~~statements~~the ~~for~~effects ~~all~~of ~~periods~~any ~~presented~~potentially ~~have~~dilutive ~~been~~securities. ~~translated~~Diluted ~~into~~EPS ~~the~~gives ~~U.S.~~effect ~~dollar~~to ~~using~~all ~~the~~dilutive ~~current~~potential ~~rate~~of ~~method.~~shares ~~Under~~of ~~this~~common ~~method,~~stock ~~the~~outstanding ~~income~~during ~~statement and~~ the ~~cash~~period ~~flows~~including ~~for~~stock ~~each~~options ~~period~~or ~~have~~warrants, ~~been~~using ~~translated~~the ~~into~~treasury ~~U.S.~~stock ~~dollars~~method (by using the average ~~rate~~stock ofprice for the ~~reporting~~ period, ~~and~~to ~~assets~~determine ~~and~~the ~~liabilities~~number ~~have~~of ~~been~~shares ~~translated~~assumed ~~using~~to ~~the~~be ~~exchange~~purchased ~~rate~~from at the ~~end~~exercise of ~~the~~stock ~~period.~~options ~~All~~or ~~resulting~~warrants), ~~exchange~~and ~~differences~~convertible ~~are~~debt ~~reported~~or inconvertible preferred stock, using the ~~cumulative~~if-converted ~~translation~~method. ~~adjustment~~EPS ~~account~~excludes asall apotential ~~separate~~dilutive ~~component~~shares of ~~shareholders'~~common ~~equity~~stock if their effect is anti-dilutive. AsThere were no dilutive securities at June 30, ~~2021,~~2022 ~~the~~and ~~foreign exchange rate were adopted:~~2021.

	RMB to USD	CAD to USD
Spots rate:	0.1548	0.8020
Average rate:	0.1516	0.7810

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.

cg. ~~Principles~~Cash ofand ~~consolidation~~cash equivalents. The ~~consolidated~~Company ~~statements~~includes ~~include~~in ~~the~~cash ~~accounts~~and cash equivalents all short-term, highly liquid investments that mature within three months or less of ~~the~~their ~~Company~~acquisition date. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and ~~its~~liquidity ~~wholly~~funds ~~owned~~with ~~subsidiaries,~~financial ~~ATGI~~institutions and are stated at cost, ~~ATCI~~which ~~and~~approximates ~~ATBI~~fair value. ~~All~~As ~~inter-company~~of ~~transactions~~June 30, 2022 and ~~balances~~2021, ~~were~~we ~~eliminated~~have no cash equivalents.

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.F-7

ei. ~~Loss~~Income ~~per share~~taxes. Deferred ~~Basic~~tax ~~loss~~assets ~~per~~and ~~share~~liabilities ~~("EPS")~~are isrecognized ~~computed~~for byfuture ~~dividing~~tax ~~net~~consequences ~~loss~~attributable ~~available~~ to ~~common~~differences ~~stockholders~~between byfinancial ~~the~~statement ~~weighted~~carrying ~~average~~amounts ~~number~~ of ~~common~~existing ~~shares~~assets ~~outstanding~~and ~~during~~liabilities ~~the~~and ~~period,~~their ~~excluding~~respective ~~the~~tax ~~effects of any potentially dilutive securities~~bases. ~~Diluted~~In ~~EPS~~addition, ~~gives effect to all dilutive potential of shares of common stock outstanding during~~ the ~~period~~Company ~~including~~recognizes ~~stock~~future ~~options~~tax ~~or warrants~~benefits, ~~using~~such ~~the~~as ~~treasury~~carryforwards, ~~stock~~to ~~method (by using~~ the ~~average~~extent ~~stock~~that ~~price~~realization ~~for the period to determine the number~~ of ~~shares~~such ~~assumed~~benefits tois bemore ~~purchased~~likely ~~from~~than ~~the~~not ~~exercise of stock options or warrants),~~ and ~~convertible~~that ~~debt~~a orvaluation ~~convertible~~allowance ~~preferred~~is ~~stock,~~provided ~~using~~when ~~the~~it ~~if-converted~~is ~~method.~~more ~~EPS~~likely ~~excludes~~than ~~all~~not ~~potential~~that ~~dilutive~~some ~~shares~~portion of ~~common~~the ~~stock~~deferred iftax ~~their~~asset ~~effect~~will isnot ~~anti-dilutive~~be realized. ~~There~~Company's ~~were~~net nooperating ~~dilutive~~losses ~~securities~~carryforwards atare ~~June~~subject ~~30,~~to ~~2021~~Section ~~and~~382 ~~2020~~limitation.

fj. ~~Revenue~~Recently ~~recognition.~~issued ~~The~~accounting ~~Company recognizes revenue when it is realized or realizable and earned~~pronouncements. The Company ~~considers~~does ~~revenue~~not ~~realized~~expect 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,~~any ~~the~~recently ~~amount~~issued ~~billed~~accounting topronouncement awill 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~~significant impact on the ~~Company's~~ consolidated ~~financial~~results ~~statements. ASC 606 create a five-step model that requires entities to exercise judgement when considering the terms~~ of ~~contract~~operations, ~~which~~financial ~~includes (1) identifying the contracts or agreement with a customer~~position, ~~(2) identifying our performance obligations in the contract~~ or ~~agreement,~~cash ~~(3)~~flows ~~determining~~of 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.Recently ~~Cash~~Issued ~~and~~Accounting ~~cash~~Pronouncements 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 June 30, 2021 and 2020, we have no cash equivalents.

FOn March 2021, the FASB issued Accounting Standards Update (ASU) 2021-703, "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 June 30, 2022. The Company have adopted this ASU on the consolidated financial statements in the year ended June 30, 2021. The adoption had no material impact on the consolidated financial statements in the year ended June 30, 2022 and 2021.

i.On ~~Income~~April ~~taxes.~~2021, ~~Deferred~~the ~~tax~~FASB ~~assets~~issued ~~and~~ASU ~~liabilities~~2021-04, ~~are~~"Earnings ~~recognized~~Per ~~for~~Share ~~future~~(Topic ~~tax~~260), ~~consequences~~Debt- ~~attributable~~Modifications toand ~~differences~~Extinguishments ~~between~~(Subtopic ~~financial~~470-50), ~~statement~~Compensation-Stock ~~carrying~~Compensation ~~amounts~~(Topic of718), ~~existing~~and ~~assets~~Derivatives and ~~liabilities~~Hedging- ~~and~~Contracts ~~their~~in ~~respective~~Entity's ~~tax~~Own ~~bases.~~Equity In(Subtopic ~~addition,~~815-40): ~~the~~Issuer's ~~Company~~Accounting ~~recognizes~~for ~~future~~Certain ~~tax~~Modifications ~~benefits,~~or ~~such~~Exchanges asof ~~carryforwards,~~Freestanding toEquity-Classified ~~the~~Written ~~extent~~Call ~~that~~Options" ~~realization~~("ASU of2021-04") ~~such~~to ~~benefits~~clarify isthe ~~more~~accounting ~~likely~~by ~~than~~issuers ~~not~~for ~~and~~modifications ~~that~~or aexchanges ~~valuation~~of ~~allowance~~equity-classified iswarrants. ~~provided~~The ~~when~~new itASU is ~~more~~available ~~likely~~here ~~than~~and ~~not~~effective ~~that~~for ~~some~~all ~~portion~~entities ofin ~~the~~fiscal ~~deferred~~years ~~tax~~starting ~~asset~~after ~~will~~December ~~not~~15, be2021. ~~realized~~Early adoption is permitted. The Company's ~~net~~is ~~operating~~currently ~~losses~~evaluating ~~carryforwards~~the ~~are~~impact ~~subject~~of toASU ~~Section~~2021-04 ~~382~~on ~~limitation~~its consolidated financial statements.

j.On ~~Recently~~July 2021, the FASB issued ~~accounting~~ASU ~~pronouncements.~~2021-05, ~~The~~"Leases ~~Company~~(Topic ~~does~~842): ~~not~~Lessors-Certain ~~expect~~Leases ~~that~~with ~~any~~Variable ~~recently~~Lease ~~issued~~Payments", ~~accounting~~which ~~pronouncement~~upon ~~will~~adoption ~~have~~requires a ~~significant~~lessor ~~impact~~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 ~~consolidated~~lease ~~results~~as ofa ~~operations~~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, ~~financial~~and ~~position~~interim periods within those fiscal years, orbeginning ~~cash~~after ~~flows~~December of15, 2021. The adoption had no material impact on the ~~Company~~consolidated financial statements for the year ended June 30, 2022.

~~Recently~~On ~~Issued~~July ~~Accounting~~2021, ~~Pronouncements~~ 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.

InOn August ~~2016~~2021, the FASB issued ASU ~~2016~~2021-1508, ~~Statement~~"Business ofCombinations ~~Cash Flows~~ (Topic ~~230~~805): ~~Classification~~Accounting offor ~~Certain~~Contract ~~Cash~~Assets ~~Receipts~~ and ~~Cash~~Contract ~~Payments.~~Liabilities ~~The~~from ~~new~~Contracts ~~guidance~~with isCustomers" ~~intended~~("ASU 2021-08") to ~~reduce~~require ~~diversity~~an inacquirer ~~practice~~to inrecognize ~~how~~and ~~certain~~measure ~~transactions~~contract ~~are~~assets ~~classified~~and incontract ~~the~~liabilities ~~statement~~acquired ofin ~~cash~~a ~~flows.~~business ~~ASU~~combination ~~2016-15~~in isaccordance ~~effective~~with ~~for~~revenue ~~public~~recognition ~~business~~guidance ~~entities~~as ~~for~~if ~~fiscal~~the ~~years~~acquirer ~~beginning~~had ~~after~~originated 15the ~~December~~contract. ~~2017~~That is, ~~and~~such ~~interim~~acquired ~~periods~~contracts ~~within~~will ~~those~~not ~~years.~~be ~~For~~measured ~~all~~at ~~other~~fair ~~entities,~~value. itASU 2021-08 is effective for ~~fiscal~~privately ~~years~~held ~~beginning~~companies ~~after~~with ~~15 December 2018, and interim periods within~~ fiscal years beginning after December 15, ~~December~~2023, ~~2020.~~with ~~Early~~early adoption is permitted. ~~Entities~~The ~~will~~Company ~~have to apply the guidance retrospectively, but if it~~ is ~~impracticable~~currently toevaluating ~~do so for an issue,~~ the ~~amendments~~impact ~~related~~of toASU ~~that~~2021-08 ~~issue~~on ~~would~~its beconsolidated ~~applied~~financial ~~prospectively~~statements.

~~There would be no impact of the adoption of this guidance on its consolidated financial statements for the year ended as of June 30, 2021.~~F-8

InNote ~~July~~3 ~~2018, the FASB issued ASU No. 2018~~-~~10,~~ ~~Codification~~Going Improvements to Topic 842, Leases, to clarify on how to apply certain aspects of the new lease accounting standard. The amendments in this update, among other things, better articulates the requirement for a lessee's reassessment of lease classification as of the effective date of a modification, clarifies that a change to an index or rate for variable lease payments does not constitute a resolution of a contingency that would result in the remeasurement of lease payments, and requires entities that apply Topic 842 retrospectively to each reporting period and do not adopt the practical expedients to write off any prior unamortized initial direct costs that do not meet the definition under Topic 842 to equity. The amendments in this update have the same effective date and transition requirements as the new lease standard summarized above. The Company has evaluated the impact of adoption of Topic 842 on the Company's consolidated financial position and results of operations as stated above. There would be no impact of the adoption of this guidance on its consolidated financial statements for the year ended as of June 30, 2021.Concern

InAs ~~December~~reflected ~~2020~~in the accompanying consolidated financial statements, the ~~Financial~~Company ~~Accounting~~had ~~Standards~~accumulated ~~Board~~deficits ~~(FASB)~~of ~~issued~~$1,327,434 ~~Accounting~~and ~~Standards~~$1,255,841, ~~Update~~and ~~(ASU)~~net ~~2020-12~~loss of $71,593 ~~"Simplifying~~and ~~the~~net ~~Accounting~~income of $27,177, respectively, for ~~Income~~the ~~Taxes"~~fiscal years ended June 30, 2022 and 2021. The ~~pronouncement~~Company ~~simplifies~~currently ~~the~~has ~~accounting~~business activities to generate funds for ~~income~~its ~~taxes~~own byoperations, ~~removing~~however, ~~certain~~has ~~exceptions~~not toyet ~~the~~achieved ~~general~~profitable ~~principles~~operations. inThese ~~ASC~~factors ~~Topic~~raise ~~740,~~substantial ~~"Income~~doubt ~~Taxes"~~about our ability to continue as a going concern. The ~~pronouncement~~Company's ~~also~~ability ~~improves~~to ~~consistent~~continue ~~application~~as ofa ~~and~~going ~~simplifies~~concern ~~GAAP~~is ~~for~~dependent ~~other~~on ~~areas~~its ofability ~~Topic~~to ~~740~~raise byadditional ~~clarifying~~capital and ~~amending~~implement ~~existing~~its ~~guidance~~business plan. ~~ASU~~These ~~2020-12~~financial ~~will~~statements bedo ~~effective~~not ~~for~~include usany ~~beginning~~adjustments into the ~~first~~recoverability ~~quarter~~and classification of ~~fiscal~~recorded ~~2021,~~asset ~~with~~amounts ~~early~~and ~~adoption~~classification ~~permitted~~of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~There~~Management ~~would~~believes bethat nothe ~~impact~~current ofactions ~~the~~to ~~adoption~~obtain ofadditional ~~this~~funding ~~guidance~~from onindependent investors or from the management and to implement its ~~consolidated~~strategic ~~financial~~plans ~~statements~~should ~~for~~allow the ~~year~~Company ~~ended~~to continue as ofa ~~June~~going 30concern. There are no assurances that additional funds will be available when needed from any source or, ~~2021~~if available, will be available on terms that are acceptable to us.

Note 34 - ~~Going Concern~~Prepayment

As ~~reflected~~of inJune ~~the~~30, ~~accompanying consolidated financial statements~~2022, the Company ~~had~~prepaid ~~accumulated~~a ~~deficits~~security ofdeposit ~~$1,255,841and $1,283,018, and net income~~ of $2711,~~177~~653 ~~and net loss of~~ (CAD$5515,~~159,~~000) ~~respectively, for the fiscal years ended~~ (June 30, 2021 ~~and~~- ~~2020. The Company currently has business activities to generate funds for its own operations~~$12,030 ~~however~~(CAD$15,000)) ~~has not yet achieved profitable operations. These factors raise substantial doubt about our ability~~ to ~~continue~~Consumer asProtection aBritish ~~going~~Columbia ~~concern.~~Province ~~The~~for ~~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~~guarantee ~~and classification~~ of ~~recorded~~service ~~asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern~~quality.

FNote 5 -8 Accounts Payable and Accrued Liabilities

~~Management~~Accounts ~~believes~~Payable ~~that~~and ~~the~~Accrued ~~current~~Liabilities ~~actions~~of to$49,310 ~~obtain~~as ~~additional~~of ~~funding~~June ~~from~~30, ~~independent~~2022 ~~investors~~(June or30, ~~from~~2021 ~~the~~- ~~management~~$24,561) ~~and~~consists toof ~~implement~~vendor ~~its~~payables ~~strategic~~of ~~plans~~$1,295 ~~should~~in ~~allow~~legal ~~the~~fees, ~~Company~~$32,232 toin ~~continue~~audit asand aaccounting ~~going~~fees, ~~concern.~~$245 ~~There~~in ~~are~~filing nofees ~~assurances~~and ~~that~~$15,538 ~~additional~~in ~~funds~~other ~~will~~payables beto ~~available~~a ~~when~~former ~~needed~~shareholder ~~from~~of ~~any~~the ~~source~~Company ~~or,~~advanced iffor ~~available,~~operating ~~will be available on terms that are acceptable to us~~expenses.

Note 46 - ~~Prepayment~~Related Parties

AsMrs. ofHong ~~June~~Ba ~~30,~~serves ~~2021,~~as the ~~Company~~Chief ~~prepaid~~Executive aOfficer ~~security~~and ~~deposit~~Director of ~~$12,030~~the ~~(CAD$15,000)~~Company. ~~(June~~Mr. 30Feng Li, ~~2020~~the -husband ~~$11~~of Mrs. Hong Ba,~~016~~ is the owner of the Canada Airchn Financial Inc. (~~CAD$15,000~~"CAFI")). The shareholders make advances to ~~Consumer~~the ~~Protection~~Company ~~British~~from ~~Columbia~~time ~~Province~~to time for the ~~guarantee~~Company's ofoperations. ~~service~~These ~~quality~~advances are due on demand and non-interest bearing.

~~Note~~As 5of June 30, 2022, there was $51,474 (June 30, 2021 - ~~Accounts~~$12,020) ~~Payable~~due ~~and~~to ~~Accrued~~related ~~Liabilities~~parties in total.

~~Accounts~~As ~~Payable and Accrued Liabilities~~ of ~~$24,561~~the asyear ofended June 30, ~~2021~~2022, ~~consists~~the ofCEO ~~payment~~ of ~~$2,450~~the inCompany ~~legal~~advanced ~~fees,~~ $2028,~~000~~910 in(June ~~audit~~30, ~~and~~2021 ~~accounting~~- ~~fees and~~ $27,~~111~~048) into ~~filing~~the ~~fees~~Company for operating expenditures.

~~Note~~During 6the year ended June 30, 2022, a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO, charged the Company $7,584 (CAD$9,600) (June 30, 2021 - ~~Related~~$7,498 ~~Parties~~(CAD$9,600) in rent and the debt of $11,187 has been due to the related party (June 30, 2021 - $3,850).

~~Mrs.~~As ~~Hong~~of ~~Ba serves as~~ the ~~Chief~~year ~~Executive~~ended ~~Officer~~June ~~and~~30, ~~Director~~2022, ~~of the Company.~~ Mr. Feng Li, ~~the~~advanced ~~husband~~$3,529 of(June ~~Mrs. Hong Ba~~30, is2021 ~~the~~- ~~owner of the Canada Airchn Financial Inc. ("CAFI"~~$900). ~~The shareholders make advances~~ to the Company ~~from time to time~~ for ~~the~~operating ~~Company's operations~~expenditures. ~~These advances are due on demand and non-interest bearing.~~

As of June 30, ~~2021~~2022, ~~there~~the ~~was~~Company has received advances of $127,~~020~~633 (June 30, ~~2020~~2021 - $~~32,683~~Nil) ~~due~~for tooperating expenditures from related ~~parties~~party, ina ~~total.~~director of the Company

~~During~~As ~~the~~of ~~year ended~~ June 30, ~~2021~~2022, onthe ~~December~~Company ~~14,~~has ~~2020,~~received ~~the~~advances ~~CEO~~ of ~~the~~$214 ~~Company~~(June ~~assigned~~30, ~~the~~2021 ~~debt~~- ~~owed~~$222) tofor ~~her~~operating byexpenditures ~~the~~from ~~Company~~related toparties ~~a transferee~~ who ~~entered~~were ~~into~~over ~~a debt cancellation agreement to convert the debt of $~~10~~,584~~% ~~into~~shareholders ~~2,116,804 common shares~~ of the Company ~~at a price of $0~~.~~005 per share.~~

~~During~~Note ~~the year ended June 30, 2021, the CEO of the Company advanced $~~7~~,048~~ ~~(June 30, 2020~~ - ~~$2,729)~~Income ~~to the Company for operating expenditure.~~Taxes

~~For~~United ~~the~~States ~~year ended June 30, 2021, on December 14, 2020, the debt~~ of $33,402 (2020 - $28,201) owed to a company owned by Feng Li, the husband of Mrs. Hong Ba, our CEO 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.America

~~During~~The ~~the~~Company ~~year~~and ~~ended~~its ~~June~~subsidiary ~~30,~~are ~~2021,~~subject ato ~~company~~income ~~owned~~taxes byon ~~Feng~~an Lientity ~~charged~~basis ~~the~~on ~~Company~~income ~~$7,498~~arising ~~(Cnd$9~~in,~~600)~~ ~~(2020~~or -derived $7from,~~140)~~ ~~in rent. As of June 30, 2021,~~ the ~~debt~~tax ofjurisdiction ~~$3,850~~in ~~(2020~~which -they ~~$27,392)~~operate ~~has~~and ~~been~~will ~~due~~file toannual ~~the~~tax ~~related party~~returns.

During the year ended June 30, 2021, 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.F-9

~~For the year ended June 30, 2021, Li Feng, the husband of Mrs. Hong Ba, our CEO, advanced $900 (June 30, 2020 - $1,550) to the Company for operating expenditures.~~Canada

AsThe ofCompany's ~~June 30~~subsidiary, ~~2021,~~Airchn ~~the~~Travel ~~Company~~(Canada) ~~has~~Inc. ~~received~~is ~~advances~~incorporated ~~for~~in ~~future~~British ~~share~~Columbia ~~issuance~~in ofCanada. ~~$192,444~~It ~~(June~~is ~~30,~~subject ~~2020~~to -income ~~$165,446)~~taxes ~~and~~on anincome ~~advance~~arising ofin, ~~$222~~or ~~(June~~derived 30from, ~~2020~~the -tax ~~$203)~~jurisdiction ~~for~~in ~~operating~~British ~~expenditure~~Columbia ~~from~~it aoperates. ~~related~~The ~~party~~basic ~~who~~federal israte ~~an over 10% shareholder~~ of ~~the~~Part ~~Company~~I ~~and~~tax ~~the~~is ~~Company~~38% ~~expensed~~of ~~$14,326~~taxable ~~(June 30~~income, ~~2020~~28% -after ~~Nil)~~federal intax ~~imputed~~abatement. ~~interest~~After on the ~~accumulated~~general ~~amount~~tax ofreduction, ~~advances~~the ~~for~~net ~~future~~federal ~~share~~tax ~~issuance.~~rate Onis ~~December~~18% ~~14,~~effective ~~2020~~January 1, ~~such~~2010; ~~related~~16.5% ~~party~~effective ~~assigned~~January ~~the~~1, ~~debt~~2011; ~~owed~~15% toeffective ~~him~~January by1, ~~the~~2012. ~~Company~~The toprovincial aand ~~transferee~~territorial ~~who~~lower ~~entered~~and ~~into~~higher atax ~~debt~~rates ~~cancellation~~in ~~agreement~~British toColumbia ~~convert~~are ~~the~~2.5% ~~debt~~and ~~into 38~~10%,~~488,858~~ ~~common~~respectively. ~~shares~~Other ofthan ~~the~~income ~~Company~~tax, atAirchn aTravel ~~price~~(Canada) ~~of $0~~Inc.~~005~~ ~~per~~is ~~share.~~GST ~~All~~registrants ~~advances~~who ~~for~~make ~~future~~taxable ~~share~~services ~~issuance~~in ~~were~~British ~~issued~~Columbia ~~common~~and ~~shares~~collect oftax at the ~~Company~~5% ~~and~~GST norate ~~outstanding~~on astaxable ~~of June 30, 2021~~services.

~~F-9~~People's Republic of China

~~Note~~The 7Company's -subsidiary, ~~Income~~Airchn ~~Taxes~~Travel (Beijing) Inc. is incorporated in Beijing in China. It is subject to PRC tax laws. Prior to January 1, 2008, PRC enterprise income tax ("EIT") was generally assessed at the rate of 33% of taxable income. In March 2007, a new enterprise income tax law (the "New EIT Law") in the PRC was enacted which was effective on January 1, 2008. The New EIT Law generally applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises.

~~United~~For ~~States~~the reporting periods, the components of ~~America~~loss before income taxes were comprised of the following:

The Company and its subsidiary are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate and have filed annual tax returns.

		For the Year Ended		For the Year Ended
		June 30, 2022		June 30, 2021

United States of America	$	58,215	$	28,735
Canada		11,588		(5,988	)
People's Republic of China		1,790		4,430
Loss before income taxes	$	71,593	$	27,177

~~Canada~~The components of deferred taxes assets at June 30:

The Company's subsidiary, Airchn Travel (Canada) Inc. is incorporated in British Columbia in Canada. It is subject to income taxes on income arising in, or derived from, the tax jurisdiction in British Columbia it operates. The basic federal rate of Part I tax is 38% of taxable income, 28% after federal tax abatement. After the general tax reduction, the net federal tax rate is 18% effective January 1, 2010; 16.5% effective January 1, 2011; 15% effective January 1, 2012. The provincial and territorial lower and higher tax rates in British Columbia are 2.5% and 10%, respectively. Other than income tax, Airchn Travel (Canada) Inc. is GST registrants who make taxable services in British Columbia and collect tax at the 5% GST rate on taxable services.

		2022			2021

USA net operating income	$	(12,224	)	$	(6,034	)
Canada net operating losses		(1,738	)		898
PRC net operating losses		(448	)		(1,108	)
Deferred tax assets, net		(14,410	)		(6,244	)
Less: valuation allowance		14,410			6,244
Deferred tax assets, net	$	-		$	-

~~People's~~As ~~Republic~~of June 30, 2022, the Company has an accumulated deficit of ~~China~~$1,327,434 that can be carried forward to offset future net profit for income tax purposes. All tax penalties and interest are expensed as incurred. For the years ended June 30, 2022 and 2021, there were no tax penalties or interest.

~~The~~Note ~~Company's~~8 ~~subsidiary,~~- ~~Airchn~~Commitment Travel (Beijing) Inc. is incorporated in Beijing in China. It is subject to PRC tax laws. Prior to January 1, 2008, PRC enterprise income tax ("EIT") was generally assessed at the rate of 33% of taxable income. In March 2007, a new enterprise income tax law (the "New EIT Law") in the PRC was enacted which was effective on January 1, 2008. The New EIT Law generally applies a uniform 25% EIT rate to both foreign invested enterprises and ~~domestic enterprises.~~Contingencies

~~For~~The ~~the~~Company ~~reporting~~leases ~~periods,~~an ~~the~~office ~~components~~space ofin ~~loss~~Canada ~~before~~for ~~income~~a ~~taxes~~term ~~were~~under ~~comprised~~month ofby ~~the~~month ~~following:~~operating lease agreement. Monthly rent is $616 (CAD$800).

		For the Year Ended			For the Year Ended
2023	CAD$9,600
		June 30, 2021			June 30, 2020
2024	CAD$9,600
United States of America	$	28,735		$	(43,318	)
2025	CAD$9,600
Canada		(5,988	)		(10,438	)
2026	CAD$9,600
People's Republic of China		4,430			(1,403	)
2027	CAD$9,600
Loss before income taxes	$	27,177		$	(55,159	)

~~The~~For ~~components~~each of ~~deferred~~the ~~taxes~~year ~~assets~~ended at June 30:, 2022 and 2021, the Company recorded a rent expense of $7,584 (CAD$9,600) and $7,498 (CAD$9,600), respectively.

		2021			2020
USA net operating income	$	(6,034	)	$	9,097
Canada net operating losses		898			1,406
PRC net operating losses		(1,108	)		-
Deferred tax assets, net		(6,244	)		10,503
Less: valuation allowance		6,244			(10,503	)
Deferred tax assets, net	$			$	-

F-10

AsNote of9 ~~June~~- ~~30,~~Common 2021, the Company has an accumulated deficit of $1,255,841 that can be carried forward to offset future net profit for income tax purposes. All tax penalties and interest are expensed as incurred. For the years ended June 30, 2021 and 2020, there were no tax penalties or interest.Stock

~~Note~~On 8January -23, ~~Commitment~~2012, the Company entered into a subscription agreement with the significant shareholder Hong Ba, for the sale of 22,000,000 common shares for $630,000 from cash received and ~~Contingencies~~expense paid on behalf by Hong Ba. Subsequent to the sale, Hong Ba owns 22,000,000 common shares which represent 45.9% of the issued and outstanding shares of the Company.

The ~~Company~~Share ~~leases~~Purchase anAgreement ~~office~~with ~~space~~Mr. Wu Hao was not completed in ~~Canada~~January ~~for~~2013, aand ~~term~~both ~~under~~the ~~month~~Company byand ~~month~~Mr. ~~operating~~Wu ~~lease~~Hao agreed to terminate the agreement entered on December 15, 2012. ~~Monthly~~On ~~rent~~October is26, 2014, the Company issued 15,538,300 common shares of the Company to settle the debts payable of $~~616~~155,383 ~~(CAD~~to related parties at $~~800)~~0.01 per share.

2021	CAD $9,600
2022	CAD$9,600
2023	CAD $9,600
2024	CAD $9,600
2025	CAD $9,600

The Company is authorized to issue 500,000,000 shares of common stock with par value of $0.0001. As of June 30, 2022 and June 30, 2021, 130,085,501 and 130,085,501 shares of common stock were issued and outstanding, respectively.

~~F-10~~On October 26, 2014, the Company issued 15,538,300 common shares of the Company to settle the debts payable of $155,383 to related parties at $0.01 per share.

~~The~~On ~~lease~~August ~~agreement~~5, 2016, the Company entered into Debt Conversion Agreements (the "Agreements") with each of Lin Li and Youzhe Li, who were each creditors to the Company with total outstanding balances of $25,920 (the "Lin Li Loan") and $78,861 (the "Youzhe Li Loan" and, together with the Lin Li Loan, the "Loans"), respectively. Pursuant to the Agreements the Company agreed to issue an aggregate total of 19,051,091 shares of its common stock, $0.0001 par value per share (the "Shares"), at the conversion rate of $0.0055 per share as full payment for the ~~Beijing~~Loans. ~~office~~Upon ~~was~~issuance ~~terminated~~and ~~effective~~delivery ~~from~~of ~~October~~the 1Shares, ~~2013~~the Loans were fully paid and the Company no longer had any obligations to the individuals under the Loans.

~~For~~Lin ~~each~~Li ofis the ~~year~~sister ~~ended~~of ~~June~~Mr. 30Feng Li, ~~2021~~who ~~and~~is ~~2020,~~ the ~~Company~~husband ~~recorded~~of aHong ~~rent~~Ba, ~~expense~~the ofCompany's $7director,~~498~~ ~~(CAD$9,600)~~CEO and ~~$7,140 (CAD$9,600), respectively~~CFO.

~~Note~~On 9August -5, ~~Common~~2016, ~~Stock~~the Company issued 14,338,364 common shares of the Company to such a related party in cancellation of the debt of $78,861 owed to such party at such time.

On ~~January~~December 2314, ~~2012~~2020, the Company entered into aDebt ~~subscription~~Cancellation ~~agreement~~Agreement (the "Debt Cancellation Agreement") with certain creditors to the ~~significant~~Company ~~shareholder~~with ~~Hong~~a Batotal outstanding aggregate balance of US$237,981 ~~for~~(the "Debts"). Pursuant to the ~~sale~~Debt Cancellation Agreement the Company agreed to issue an aggregate total of 2247,~~000~~596,~~000~~110 ~~common~~ shares ~~for~~of ~~$630~~its common stock,~~000~~ ~~from~~$0.0001 ~~cash~~par ~~received~~value ~~and~~per ~~expense~~share ~~paid~~(the on"Shares"), ~~behalf~~at bythe ~~Hong~~conversion Barate of US$0.005 ~~Subsequent~~per toshare as full payment for the ~~sale,~~Debts. ~~Hong~~Upon Baissuance ~~owns~~and 22delivery of the Shares,~~000,000~~ ~~common~~the ~~shares~~Debts ~~which~~were ~~represent~~fully ~~45.9%~~paid ofand the ~~issued~~Company ~~and~~no ~~outstanding~~longer ~~shares~~had ofany obligations to the ~~Company~~creditors under the Debts.

~~The~~On ~~Share~~June ~~Purchase~~6, ~~Agreement~~2022, ~~with~~certain ~~Mr.~~shareholders Wuof ~~Hao~~the ~~was~~Company ~~not~~entered ~~completed~~into ina ~~January~~Stock ~~2013,~~Purchase Agreement (the "SPA") with Hong Ba and ~~both~~Xingru (Christina) Chen for the ~~Company~~sale and ~~Mr.~~purchase Wuof ~~Hao~~an ~~agreed~~aggregate toof ~~terminate~~118,123,001 ~~the~~shares ~~agreement~~of ~~entered~~common onstock ~~December~~of ~~15,~~the ~~2012~~Company. On ~~October~~June 268, ~~2014~~2022, the ~~Company~~transaction ~~issued~~contemplated 15by the SPA closed,~~538,300~~ ~~common~~representing ~~shares~~approximately 90.8% of the Company's toissued ~~settle~~and ~~the~~outstanding ~~debts~~common ~~payable~~shares. ofIt ~~$155,383~~resulted toin ~~related~~change ~~parties~~of atcontrol ~~$0.01~~of ~~per~~the ~~share~~Company.

~~The~~As ~~Company~~the isfiling ~~authorized~~date ~~to issue 500,000,000 shares~~ of ~~common~~these ~~stock~~financial ~~with par value of $0.0001. As of June 30~~statements, ~~2021~~there ~~and~~are ~~June 30, 2020,~~ 130,085,501 ~~and 82,489,391~~ shares ~~of common stock were~~ issued and outstanding~~, respectively~~.

~~On October 26, 2014, the Company issued 15,538,300 common shares of the Company to settle the debts payable of $155,383 to related parties at $0.01 per share.~~F-11

On August 5, 2016, the Company entered into Debt Conversion Agreements (the "Agreements") with each of Lin Li and Youzhe Li, who were each creditors to the Company with total outstanding balances of $25,920 (the "Lin Li Loan") and $78,861 (the "Youzhe Li Loan" and, together with the Lin Li Loan, the "Loans"), respectively. Pursuant to the Agreements the Company agreed to issue an aggregate total of 19,051,091 shares of its common stock, $0.0001 par value per share (the "Shares"), at the conversion rate of $0.0055 per share as full payment for the Loans. Upon issuance and delivery of the Shares, the Loans were fully paid and the Company no longer had any obligations to the individuals under the Loans.

Lin Li is the sister of Mr. Feng Li, who is the husband of Hong Ba, the Company's director, CEO and CFO.

On August 5, 2016, the Company issued 14,338,364 common shares of the Company to such a related party in cancellation of the debt of $78,861 owed to such party at such time.

On December 14, 2020, the Company entered into Debt Cancellation Agreement (the "Debt Cancellation Agreement") with certain 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.

As the filing date of these financial statements, there are 130,085,501 shares issued and outstanding.

F-11

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