WESC W and E Source Corporation (CE)

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2014

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

Registrant’s Telephone Number, including area code: (450) 443-1153

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ITEM 10.1 Entry into a Material Definitive Agreement

On October 26, 2014, the Company entered into Loan Repayment Agreements (the “Agreements”) with four individuals who have extended loans to the Company with a total outstanding balance of $155,383 (the “Loan”). Pursuant to the Agreements the Company agreed to issue a total of 15,538,300 shares of its common stock, $0.0001 par value per share (the “Shares”) at the rate of $0.01 per share as full payment for the Loan. Upon issuance and delivery of the Shares, the Loan shall be fully paid and the Company shall no longer have any obligations to the individuals under the Loan.

ITEM 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 of this Report on Form 8-K, the Company will issue to the individual lenders a total of 15,538,300 shares of the Company’s common stock, $0.0001 par value per share, pursuant to the Agreements. These shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of these shares was made pursuant to Regulation S under the Securities Act.

ITEM 4.01 Changes in Registrant's Certifying Accountant

(a) Dismissal of Independent Certifying Accountant

Effective October 24, 2014, WWC, P.C. was dismissed as the Company’s independent registered public accounting firm. The dismissal of WWC, P.C. as the independent registered public accounting firm was approved by the Company’s Board of Directors.

The reports of WWC, P.C. regarding the Company’s financial statements for the fiscal year ended June 30, 2014 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report of WWC, P.C. on the Company’s financial statements for fiscal year ended June 30, 2014 contained an explanatory paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going concern.

During the year ended June 30, 2014, and during the period from June 30, 2014 to October 24, 2014, the date of dismissal, (i) there were no disagreements with WWC, P.C. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of WWC, P.C. would have caused it to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided WWC, P.C. with a copy of the foregoing disclosures and requested that WWC, P.C. furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. WWC, P.C. has not responded and if and when WWC, P.C. responses and furnishes the Company with a letter addressed to the SEC stating whether or not it agrees with the above statement, the Company will furnish such letter by amendment.

(b) Engagement of Independent Certifying Accountant

Effective October 27, 2014, the Board of Directors of the Company engaged CANUSWA Accounting & Tax Services Inc. (“CANUSWA”) as its independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending June 30, 2015.

During each of the Company’s two most recent fiscal years and through the interim periods preceding the engagement of CANUSWA, the Company (a) has not engaged CANUSWA as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) has not consulted with CANUSWA regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by CANUSWA concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

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

Date: October 30, 2014

Form of Loan Repayment Agreement

     This Loan Repayment Agreement (“Agreement”) is made as of October __, 2014 by and between W&E Source Corp., a Delaware corporation (the “Company”), and ______________ (the “Lender”).

WITNESSETH

     WHEREAS, Lender extended a series of loans to the Company and as of the date of this Agreement, the outstanding aggregate balance due is $1______________ (the “Loan”);

     WHEREAS, the Company desire to provide for the payment in full of the Loan as of the date hereof in common stock of the company in lieu of cash; and

     WHEREAS, the Lender is willing to accept the Company’s common stock as payment for the Loan and release the Company of all obligations under the Loan.

     NOW, THEREFORE, the parties hereto, in consideration of the confirmation of the foregoing recitals and the mutual covenants contained herein and intending to be legally bound, hereby agree as follows:

     1.     The Lender and Company acknowledge that the Loan is the full amount of indebtedness that the Company owes to the Lender as of the date of this Agreement.

     2.     The Lender will accept as full payment of the Loan ________________ shares of the Company’s common stock, par value $0.0001 per share, at rate of $0.01 per share (the “Shares”).

     3.     The Company has duly and validly reserved the Shares for issuance shall issued the Shares to the Lender within 15 business days of the date of this Agreement and the Shares

     4.     The Lender upon receipt of the stock certificate representing the Shares, shall accept the Shares as full payment of the Loan and forever release the Company from any and all obligations and liabilities relating to the Loan.

     5.     The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and perform its obligations under this Agreement.

     6.     This Agreement executed and delivered by the Company in connection with the transactions contemplated by this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company.

     7.     The Shares that are being issued to Lender, when issued, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable federal and state securities laws, and will be free of all other liens and adverse claims.

     8.     The execution, delivery and performance of this Agreement will not violate any law or any order of any court or government agency applicable to the Company, as the case may be, or the Articles of Incorporation or Bylaws of the Company.

     9.     The Lender understands that the Shares have not been registered under the Securities Act of 1933, as amended, and may not be transferred or resold except pursuant to an effective registration statement or exemption from registration and each certificate representing the Shares will be endorsed with the following legend:

“THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

     10.     This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

     11.     This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

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