UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ 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: 001-34113

WAVE SYNC CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		74-2559866
(State of Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

19 West 44th Street, Suite 1001, New York, NY		10036
(Address of Principal Executive Offices)		(ZIP Code)

+852 9804 7102

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding As of June 28, 2022
Common stock, par value $0.001		19,322,242

TABLE OF CONTENTS

	Page

PART I-FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	2
Item 3. Quantitative and Qualitative Disclosures About Market Risk	11
Item 4. Controls and Procedures	12
PART II-OTHER INFORMATION
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	14
Item 6. Exhibits	15

SIGNATURES	16

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements. The statements herein which are not historical reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and our interpretation of what we believe to be significant factors affecting our business, including many assumptions about future events. Such forward-looking statements include statements regarding, among other things:

●

our ability to produce, market and generate sales of our products and services;

●

our ability to develop and/or introduce new products and services;

●

our projected future sales, profitability and other financial metrics;

●

our future financing plans;

●

our anticipated needs for working capital;

●

the anticipated trends in our industry;

●

our ability to expand our sales and marketing capability;

●

acquisitions of other companies or assets that we might undertake in the future;

●

competition existing today or that will likely arise in the future; and

●

other factors discussed elsewhere herein.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “will,” “plan,” “could,” “target,” “contemplate,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these or similar words. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue the Company’s operations. These statements may be found under Part I, Item 2-“Management’s Discussion And Analysis Of Financial Condition And Results Of Operations,” as well as elsewhere in this Quarterly Report on Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, matters described in this Quarterly Report on Form 10-Q.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. Such statements are presented only as a guide about future possibilities and do not represent assured events, and we anticipate that subsequent events and developments will cause our views to change. You should, therefore, not rely on these forward-looking statements as representing our views as of any date after the date of this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q also contains estimates and other statistical data prepared by independent parties and by us relating to market size and growth and other data about our industry. These estimates and data involve a number of assumptions and limitations, and potential investors are cautioned not to give undue weight to these estimates and data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Quarterly Report on Form 10-Q. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk.

Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Contents

	Page(s)

Condensed Consolidated Balance Sheets	F-1

Condensed Consolidated Statements of Operations and Comprehensive Loss	F-2

Condensed Consolidated Statements of Cash Flows	F-3

Notes to Condensed Consolidated Financial Statements	F-5 - F-28

WAVE SYNC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2022 AND DECEMBER 31, 2021

(Stated in US Dollars)

	As of March 31			As of December 31
	2022			2021
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	555,717		$	2,877,456
Accounts receivable, net of allowance		77,158			64,089
Inventory		1,996			2,673
Other receivable		11,851			-
Prepaid expenses		235			5,706
Deposit paid		299,565			99,553
Total Current Assets		946,522			3,049,477
Non-current assets
Property and equipment, net		22,974,255			21,140,192
Intangible assets, net		240,099			189,692
Long-term investment		859,108			857,011
Goodwill		91,556			63,417
Total Assets	$	25,111,540		$	25,299,789

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	204,280		$	340,826
Accrued expenses		120,335			100,278
Security deposits from customers		14,393			14,393
Short-term loans		160,531			166,777
Note payables		2,060,274			2,010,959
Other payables		14,055			-
Taxes payable		1,240			1,200
Due to related parties		37,684			38,546
Total Current Liabilities		2,612,792			2,672,979
Long term loans		1,424,496			1,433,859
Deferred tax liabilities		-			-
Total Liabilities	$	4,037,288		$	4,106,838

Commitment and contingencies

Shareholders’ equity
Common Stock ($0.001 par value, 100,000,000 shares authorized, 17,465,992 and 17,465,992 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively)	$	17,466		$	17,466
Additional paid in capital		25,459,964			23,465,830
Accumulated deficits		(4,403,178	)		(2,290,345	)
Accumulated other comprehensive loss		-			-
Total Shareholders’ Equity		21,074,252			21,192,951
Total Liabilities and Shareholders’ Equity	$	25,111,540		$	25,299,789

- The number of shares outstanding was adjusted retroactively for all periods presented to reflect the 5 to 1 reverse stock split change which became effective on November 1, 2021.

See notes to condensed consolidated financial statements

F-1

WAVE SYNC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE FISCAL QUARTERS ENDED MARCH 31, 2022 AND 2021 (Unaudited)

(Stated in US Dollars)

	Three months Ended March 31, 2022			Three months Ended March 31, 2021
	(Unaudited)			(Unaudited)
Revenue	$	789,348		$	-
Cost of revenue		228,637			-
Gross profit		560,711			-

Operating expenses
General and administrative expenses		658,031			10,723
Financial expenses		49,497			280
Total Operating expenses		707,528			11,003
Loss from operations		(146,817	)		(11,003	)

Other income (expenses)
Interest income		2,644			-
Interest expense		(18,096	)		-
Other income		22			-
Total other (expenses) income, net		(15,430	)		-

Loss before income tax expenses		(162,247	)		(11,003	)
Income tax expenses		-			-
Net loss	$	(162,247	)	$	(11,003	)
Other comprehensive loss
Foreign currency translation (loss) gain		-			-
Comprehensive loss	$	(162,247	)	$	(11,003	)

Weighted average number of shares, basic and diluted		17,465,992			4,205,543	*
Basic and diluted loss per share	$	(0.00929	)	$	(0.00262	)

- The number of shares outstanding was adjusted retroactively for all periods presented to reflect the 5 to 1 reverse stock split change which became effective on November 1, 2021.

See notes to condensed consolidated financial statements

F-2

WAVE SYNC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE FISCAL QUARTERS ENDED MARCH 31, 2022 AND 2021 (Unaudited)

(Stated in US Dollars)

	Three months ended March 31,
	2022			2021
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(162,247	)	$	(11,003	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		117,361			-
Interest income on convertible loan note		(2,097	)		-
Changes in operating assets and liabilities:
Accounts receivables		(13,069	)		-
Inventory		677			-
Prepaid expenses		5,471			-
Other receivable		(11,851	)		-
Deposit paid		(200,012	)		-
Accounts payable		(136,547	)		-
Accrued expenses		68,511			(6,828	)
Other payables		12,579			-
Tax payable		-			400
Net cash (used in)/provided by operating activities	$	(321,224	)	$	(17,431	)

Cash flows from investing activities:
Purchases of property and equipment		(1,918,350	)		-
Investment on intangible assets		(66,556	)		-
Proceeds from disposal of property and equipment		-			-
Net cash (used in)/provided by investing activities	$	(1,984,906	)	$	-

Cash flows from financing activities:
Proceeds from related party		-			20,431
Repayment of bank loan		(15,609	)		-
Proceeds from issuance of shares		-			-
Repayment of bank loan		-			-
Net cash provided by/ (used in) financing activities	$	(15,609	)	$	20,431

Effect of exchange rate changes on cash		-			-

Net increase (decrease) in cash	$	(2,321,739	)	$	3,000
Cash at beginning of year		2,877,456			3
Cash at end of year	$	555,717		$	3,003

Supplemental disclosure of cash flow information
Interest received	$	-		$	-
Interest paid		-			-
Income taxes paid		-			-
Non- cash financing activities
Forgiveness of loans from related parties	$	-		$	-
Undertaking of assets and liabilities by related parties	$	-		$	-

See notes to the condensed consolidated financial statements

F-3

WAVE SYNC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/(DEFICIENCY)

FOR THE FISCAL QUARTERS ENDED MARCH 31, 2022 AND 2021 (Unaudited)

(Stated in US Dollars)

	Three months ended March 31, 2022
	Common Stock				Additional paid-in		Accumulated			Accumulated other comprehensive		Total Shareholders’
	Shares		Amount		Capital		deficit			income		Equity
Balance as of December 31, 2021		17,465,992	$	17,466	$	23,465,830	$	(2,290,345	)	$	-	$	21,192,951
Net (loss)		-		-		-		(162,247	)		-		(162,247	)
Acquisition of subsidiaries		-		-		1,994,134		(1,950,586	)		-		43,548
Foreign currency translation loss		-		-		-		-			-		-
Balance as of March 31, 2022		17,465,992	$	17,466	$	25,459,964	$	(4,403,178	)	$	-	$	21,074,252

	Three months ended March 31, 2021
	Common Stock					Additional paid-in		Accumulated			Accumulated other comprehensive			Total Shareholders’
	Shares			Amount		Capital		deficit			income			Equity
Balance as of December 31, 2020		4,205,543	*	$	4,206	$	27,314,316	$	(27,131,839	)	$	(258,524	)	$	(71,841	)
Net (loss)		-			-		-		(11,003	)		-			(11,003	)
Foreign currency translation loss		-			-		-		-			-			-
Balance as of December 31, 2021		4,205,543	*	$	4,206	$	27,314,316	$	(27,142,842	)	$	(258,524	)	$	(82,844	)

- The number of shares outstanding was adjusted retroactively for all periods presented to reflect the 5 to 1 reverse stock split change which became effective on November 1, 2021.

See notes to the condensed consolidated financial statements

F-4

WAVE SYNC CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE FISCAL QUARTERS ENDED MARCH 31, 2022 AND 2021 (Unaudited)

(Stated in US Dollars)

NOTE 1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Wave Sync Corp. formerly known as China Bio-Energy Corp. (the “Company”), and prior to that known as China INSOnline Corp., was incorporated on December 23, 1988 as Lifequest Medical, Inc., a Delaware corporation.

In June 2010, the Company ceased all operations conducted by its then subsidiaries: Ever Trend Investment Limited, Run Ze Yong Cheng (Beijing) Technology, San Teng Da Fei Technology, and Guang Hua Insurance Agency (collectively the “Ever Trend Group”). On January 27, 2015, the Company announced the completion of the disposition of the aforementioned subsidiaries. Accordingly, the Company has excluded the accounts of the Ever Trend Group in these financial statements and the accompanying notes contained herein.

On November 12, 2010, the Company entered into a share exchange agreement with Ding Neng Holdings Ltd, an investment holdings company incorporated in the British Virgin Islands (“Ding Neng Holdings”); the share exchange agreement was amended on December 6, 2010, whereby the Company, under the share exchange agreement and its related amendment, would have contemplated acquiring 100% of Ding Neng Holdings in exchange for the issuance of 26,162,505 shares of the Company’s common stock, par value $0.001. Under the share exchange agreement, the Company would have contemplated owning and operating Ding Neng Holdings and Ding Neng Holdings’ directly, and indirectly held subsidiaries: Ding Neng Bio-technology Co., Ltd. (“Ding Neng HK”), Zhangzhou Fuhua Biomass Energy Technology Co., Ltd. (“WOFE”), and Ding Neng Bio-tech. Ding Neng HK was incorporated under the laws of Hong Kong on September 10, 2010. Ding Neng HK did not have any operations. Ding Neng HK has been delinquent with its annual regulatory filings in Hong Kong, and should be considered dormant and defunct. Ding Neng HK was wholly-owned by Ding Neng Holdings. The WFOE was incorporated as a wholly-foreign owned entity under the laws of the People’s Republic of China (“PRC”), on November 2, 2010. WFOE was wholly-owned by Ding Neng HK. Ding Neng Bio-tech was incorporated under the laws of the PRC on December 8, 2006. It was located in Zhangzhou city Fujian Province of PRC. Ding Neng Bio-tech was engaged in the production, refinement and distribution of bio-diesel fuel in Southern China. Ding Neng Bio-tech operated a biodiesel manufacturing facility in Zhangzhou city. On October 28, 2010, WFOE and Ding Neng Bio-tech entered into a set of variable interest entity agreements that included: (1) a Consulting Service Agreement with Ding Neng Bio-tech, which entitled WFOE to receive substantially all of the economic benefits of Ding Neng Bio-tech in consideration for services provided by WFOE to DingNeng Bio-tech, (2) an Option Agreement with Xinfeng Nie, Sanfu Huang, and Shunlong Hu (the shareholders of Ding Neng Bio-tech) allowing the WFOE to acquire all the shares of Ding Neng Bio-tech as permitted by PRC laws, (3) a Voting Rights Proxy Agreement that provides WFOE with the all voting rights of the Ding Neng Bio-tech shareholders, and (4) an Equity Pledge Agreement that pledges the shares in Ding Neng Bio-tech to WFOE (VIE Agreements). These VIE Agreements granted effective control of Ding Neng Bio-tech to WFOE. On June 4, 2015, WFOE filed a civil action in Haicang District People’s Court of Xiamen, Fujian, PRC (the “Court”) against Ding Neng Bio-tech, alleging that the purposes of those certain executed VIE Agreements entered into by WFOE and Ding Neng Bio-Tech on October 28, 2010, had been frustrated, and that these VIE Agreements should be terminated. WFOE alleged that Ding Neng Bio-Tech did not make any payment of service fees to WFOE, and that Ding Neng Bio-Tech failed to perfect the security interest in the pledged stocks. On July 14, 2015, this case was settled via in-court mediation directed by the Court. As a result, WFOE and Ding Neng Bio-Tech entered into a binding settlement, among other things, (i) to terminate the VIE Agreements, and (ii) that the litigation fee in the amount of RMB10,000 (approximately$1,610.50) would be borne by Ding Neng Bio-Tech. Ding Neng Holdings is delinquent with its regulatory filings and annual fees to the British Virgin Islands; accordingly, the Ding Neng Holdings should be considered dormant and defunct.

F-5

Given that the Company has not been able to exercise effective control over Ding Neng Bio-Tech or to access Ding Neng Bio-tech’s financial information since 2011, and the VIE Agreements were terminated, the Company has excluded the accounts of Ding Neng Bio-Tech in these financial statements and the accompanying notes contained herein; the exclusion of such accounts is considered as a type two material subsequent event that occurred prior to the issuance of the financial statements but after the balance sheets dates that required material adjustments to the financial statements presented. Ding Neng Holdings is delinquent and defunct; the Company has determined that the Company was never registered as the sole shareholder of Ding Neng Holdings pursuant to the share exchange agreement dated November 12, 2010, and as amended on December 6, 2010; accordingly, the Company has excluded the accounts of Ding Neng and its subsidiaries in these financial statements and the accompanying notes as contained herein; the exclusion of such accounts is considered as a type two material subsequent event that occurred prior to the issuance of the financial statements but after the balance sheets dates that required material adjustments to the financial statements presented. The Company accounted for the issuance of shares to the shareholders of Ding Neng Holdings under the contemplated share exchange transaction as a recapitalization of the Company under reverse take-over accounting; accordingly, the Company’s historical stockholders’ equity has been retroactively restated to the first period presented; as a result of the Company not being updated to Ding Neng Holdings shareholder register, and that Ding Neng Holdings being defunct, the Company has written off all investments made in Ding Neng as loss on investment in subsidiary.

In connection with the share exchange agreement with the shareholders of Ding Neng Holdings that contemplated the acquisition of Ding Neng Holdings and its subsidiaries, the Company elected to adopt the fiscal year used by Ding Neng Holdings, which was a calendar year; accordingly, the Company’s financial statements presented herein have been, and on a go-forward basis, will be prepared using a December 31 year-end date, and each operating period will cover twelve full calendar months.

Share Purchase Agreement

On October 19, 2015, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with EGOOS Mobile Technology Company Limited, a British Virgin Islands holding company (“EGOOS BVI”), which owns 100% of EGOOS Mobile Technology Company Limited, a Hong Kong company (“EGOOS HK”), which owns 100% of Move the Purchase Consulting Management (Shenzhen) Co., Ltd. (“WOFE SZ”), a foreign investment enterprise organized under the laws of the PRC, and which has, through various contractual agreements known as variable interest entity (“VIE”) agreements. These VIE agreements provide the WOFE SZ management control and the rights to the profits of Guangzhou Yuzhi Information Technology Co., Ltd., a corporation organized under the laws of the PRC as a variable interest entity (“GZYZ”), which owns 100% of Shenzhen Qianhai Exce-card Technology Co., Ltd., a Chinese corporation (“SQEC”), which owns 100% of Guangzhou Rongsheng Information Technology Co., Ltd., a Chinese corporation (“GZRS”) and the sole shareholder of EGOOS BVI. The VIE agreements include: (1) an Exclusive Service Agreement between WOFE SZ and GZYZ, which entitles WOFE SZ to receive substantially all of the economic benefits of GZYZ in consideration for services provided by WOFE SZ to GZYZ, (2) a Call Option Agreement with the shareholders of GZYZ, Yang Wenbin and Li Ping, allowing the WOFE SZ to acquire all the shares of GZYZ as permitted by PRC laws, (3) a Voting Rights Proxy Agreement that provides WOFE SZ with the all voting rights of the GZYZ’s shareholders, and (4) an Equity Pledge Agreement that pledges the shares in GZYZ to WOFE SZ. Management has assessed the terms of the VIE agreements and determined that the Company is the primary beneficiary of those agreements based on Management’s ability to direct the use and disposition of GZYZ assets including the payment of future profits to the Company. Management also determined the Company has implicitly provided financial support to GYZY; accordingly, Management believes that GZYZ and its subsidiaries should be consolidated as variable interest entities of the Company.

SQEC was incorporated on November 11, 2013. SQEC is in the business of design, development, and proliferation of next generation debit and credit cards for financial institutions employing innovative secured encryption technology transmitted via audio wave technology; SQEC intends to work with China Union Pay and China Construction Bank under a potential pilot program to develop and market to end user bank customers and business operators to adopt these next generation of cards by developing point of sale and commercial interfaces via software and other solutions to generate demand for these cards as a value-added alternative to current generation debit and credit cards.

On January 28, 2015, ownership of SQEC’s was transferred from Bao, Shanshan to Xiang, Zuyue for a consideration of approximately $1,629,062 (RMB 10,000,000). Simultaneously, Xiang, Zuyue transferred 40% of his ownership to Li, Na for a consideration of $651,625 (RMB 4,000,000). On July 24, 2015, SQEC entire ownership was collectively transferred from Xiang, Zuyue and Li, Na to GZYZ for a consideration of approximately $1,629,062 (RMB 10,000,000).

F-6

On March 16, 2015, the GZRS was incorporated as a wholly-owned subsidiary of SQEC. GZRS has an authorized capital of RMB1,000,000. As of the date of this report, GZRS has not been capitalized.

Pursuant to the Share Purchase Agreement the Company issued a convertible note to EGOOS BVI’s sole shareholder for 100% equity interest in EGOOS BVI. The note is convertible into 15,000,000 shares of the Company’s common stock contingent on the following conditions: (i) the Company has effectuated a reverse split of all of the issued and outstanding Common Stock as of the date of the issuance of the note (the “Reverse Split”) and (ii) the average closing price of the common stock for 3 business days within any period of 10 consecutive business days exceeds $1.00 per share (the “Conversion Conditions”). Upon conversion of the note, the existing shareholders of the Registrant will own an aggregate of 24.7% of the post-acquisition entity. The note was issued at par, it is unsecured, interest free, and is due on the second anniversary of the issuance date of the note. In accounting for the note, the Company has assumed that the note does not carry any discount from face that requires accretion as interest expense to its results of operations, including any potential beneficial conversion features. On January 26, 2016, the Reverse Split was effectuated, and subsequently, on February 4, 2016, the convertible promissory note was converted into 15 million newly issued shares of the Company’s common stock. The conversion of the promissory note has been recognized retroactively to the first period presented as a component of the reverse takeover transactions detailed below.

The consolidated financial statements were prepared assuming that the Company had control over EGOOS BVI and its intermediary holding companies, operating subsidiaries, and variable interest entities: EGOOS HK, WOFE, GZYZ, SQEC, and GZRS from the first period presented. The transactions detailed above had been accounted for as reverse takeover transactions and were capitalization of the Company, including the conversion of the convertible promissory note; accordingly, the Company (the legal acquirer) was considered the accounting acquiree and EGOOS BVI (the legal acquiree) was considered the accounting acquirer. No goodwill had been recorded. As a result of this transaction, the Company was deemed to be a continuation of the business of EGOOS BVI and SQEC.

On December 30, 2021, the Company entered into a stock sale and purchase agreement (the “Agreement”) with Terry Chu (the “Buyer”), pursuant to which the Company sold to Buyer (the “Disposal Transaction”) EGOOS Mobile Technology Company Limited, a British Virgin Islands corporation (“EGOOS”) and wholly-owned subsidiary of the Company, together with VIE, for an aggregate purchase price of $1.00 via selling all of EGOOS’ issued and outstanding share capital. Before their entry into the Agreement, no material relationship existed between the Company and the Buyer, on one hand, and EGOOS and the Buyer on the other hand. On December 30, 2021, the Company and Buyer consummated the Disposal Transaction set forth in the Agreement and as a result the Company completely disposed its legacy audio bank card business in the People’s Republic of China, which has ceased its meaningful operations since 2019. As such, the Company currently does not have the VIE structure or VIE agreements.

On October 18, 2021, the Company incorporated two wholly owned subsidiaries New York Link Capital Inc. (“New York Link”) and New York Tech Capital Inc. (“New York Tech”) for conducting digital currency business, including digital mining, trading of digital currencies and other relevant business. New York Link is holding company of New York Tech, holding 100% equity interest in New York Tech.

On October 26, 2021, New York Tech entered into a Hosting and Colocation Services Agreement (the “Gigacrypto Agreement”) with PLANBTC, LLC, d/b/a Gigacrypto, Inc., a Wyoming limited liability company (“Gigacrypto”), pursuant to which Gigacrypto deploys, operates and maintains certain crypto currency mining equipment to mine Bitcoins (the “Equipment”) that New York Tech has provided thereto for a service fee equal to twelve percent (12%) of the total Bitcoin mining revenue payable in Bitcoin, irrespective of their dollar value, unless indicated otherwise by Gigacrypto. In accordance with the Gigacrypto Agreement, New York Tech shall reimburse certain fees and expenses, including the energy costs of operating the Equipment, actually incurred as a result of operating any of the Equipment. In connection with the Gigacrypto Agreement, on October 26, 2021, New York Tech and Gigacrypto signed the initial statement of work to the Gigacrypto Agreement, which provided the initial service term of three (3) years from the date of the Statement of Work. The Gigacrypto Agreement shall expire upon the end of the term of the latest Statement of Work unless terminated earlier.

Center Florence was incorporated on March 18, 2021 as a Delaware corporation.

On April 16, 2021, Center Florence entered into a securities exchange agreement among with among Center St. Louis, LLC (“St. Louis”), a Delaware limited liability company, Royal Park, LLC (“Royal Park”), a South Carolina limited liability company, Florence Development LLC (“Florence”), a Delaware limited liability company (each of St. Louis, Royal Park and Florence, a “Subsidiary” and collectively, the “Subsidiaries”), Center Florence Holding, LLC, a Delaware limited liability company (the “Center Florence Holding”), and all of the members of the Subsidiaries (each, a “Member” and collectively, the “Members”).

Pursuant to the Securities Exchange Agreement, each and all of the Members of St. Louis have agreed to transfer all of their respective membership interests (the “St. Louis Membership Interests”) to the Center Florence in exchange for the respective membership interests in the Center Florence Holding; each and all of the Members of Royal Park have agreed to transfer all of their respective membership interests (the “Royal Park Membership Interests”) to the Center Florence in exchange for the respective membership interests in the Center Florence Holding; and, the Member of Florence has agreed to transfer all of its membership interest (the “Florence Membership Interests”) to Center Florence in exchange for the respective membership interests in the Center Florence Holding. In connection with above transaction, Center Florence Holding has agreed to contribute and transfer each and all of the St. Louis Membership Interests, Royal Park Membership Interests and Florence Membership Interests (collectively, the “Transferred Membership Interests”) to Center Florence in exchange for one hundred (100) shares of the Center Florence Holding’s common stock to be issued by Center Florence, resulting in Center Florence Holding owning 100% of the Center Florence’s common shares, issued and outstanding.

F-7

On November 18, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Agreement”) with Center Florence Holding LLC (“Center Florence Holding”) and Center Florence, Inc. (“Center Florence”), a wholly-owned subsidiary of Center Florence Holding. Under the Agreement, Center Florence Holding sold and transferred one hundred percent (100%) of its shares in Center Florence to the Company in exchange for four million six hundred thousand (4,600,000) shares (the “Exchange Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share, at an agreed price of $4.00 per share of the Common Stock for a total valuation of $18,400,000 of the Company. On December 1, 2021, the share exchange transaction was closed and the Center Florence became wholly-owned subsidiary of the Company.

The consolidated financial statements were prepared assuming that Center Florence has controlled Subsidiaries: St Louis, Royal Park and Florence from the first period presented. The transaction detailed above has been accounted for as an acquisition of business. Customer-related intangible assets of $175,536 and goodwill of $63,417 have been recorded. As a result of this transaction, Center Florence is deemed to be a continuation of the business of St Louis, Royal Park and Florence.

On February 15, 2022, the Company entered into a Stock Sale and Purchase Agreement with Hudson Capital Inc. for buying all shares of Hudson Capital USA Inc. (“Hudson Capital USA”) for $1 and the transaction was closed at February 16, 2022.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Method of Accounting

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.

B. Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

C. Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries for which the Company is the primary beneficiary. All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements include 100% of assets, liabilities, and net income or loss of those wholly-owned subsidiaries.

As of March 31, 2022, the detailed identities of the consolidating subsidiaries were as follows:

Name of Company	Place of incorporation	Attributable equity interest %			Registered capital
New York Link Capital Inc. (“NY Link”)	New York		100	%	$	100
New York Tech Capital Inc. (“NY Tech”)	New York		100	%		100
Center Florence, Inc.	Delaware		100	%		1
Center St. Louis LLC (“St. Louis”)	Delaware		100	%		1,000
Royal Park, LLC (“Royal Park”)	South Carolina		100	%		1,000
Florence Development, LLC. (“Florence”)	Delaware		100	%		1,000
Time Capital Inc. (“Time Capital”)	New York		100	%		100
Time Capital Management Inc. (“Time Capital Management”)	New York		100	%		100
Hudson Capital USA Inc. (“NY Link”)	New York		100	%		100
Hongkong Internet Financial Services Limited (“HKIFS”)	Hong Kong		100	%		0.14

As of December 31, 2021, the detailed identities of the consolidating subsidiaries were as follows:

Name of Company	Place of incorporation	Attributable equity interest %			Registered capital
New York Link Capital Inc. (“NY Link”)	New York		100	%	$	100
New York Tech Capital Inc. (“NY Tech”)	New York		100	%		100
Center Florence, Inc.	Delaware		100	%		1
Center St. Louis LLC (“St. Louis”)	Delaware		100	%		1,000
Royal Park, LLC (“Royal Park”)	South Carolina		100	%		1,000
Florence Development, LLC. (“Florence”)	Delaware		100	%		1,000

F-8

D. Unaudited Interim Financial Information

These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022.

The consolidated balance sheets and certain comparative information as of December 31, 2021 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2021 (“2021 Annual Financial Statements”), included in the Company’s 2021 Annual Report on Form 10-K. These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2021 Annual Financial Statements.

E. Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used for, but not limited to, the accounting for certain items such as allowance for doubtful accounts, depreciation and amortization, impairment, inventory allowance, taxes and contingencies.

F. Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

G. Cash and cash equivalents

The Company classifies the following instruments as cash and cash equivalents: cash on hand, unrestricted bank deposits, and all highly liquid investments purchased with original maturities of three months or less.

H. Accounts receivable

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

I. Other receivables

Other receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is made when recovery of the full amount is doubtful.

J. Property, plant and equipment

Lands are carried at cost and no depreciation is provided.

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method with a salvage value from 0% - 10%. Estimated useful lives of the plant and equipment are as follows:

Building and improvement		15-40 years
Furniture and equipment		5-28 years
Digital mining machine		5 years
Office equipment		3 years
Office furniture		5 years
Motor vehicle		5 years

F-9

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

K. Intangible Assets

Intangible assets, comprising digital assets, accounting software and big data platform, which are separable from the property and equipment, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets.

Digital assets

Digital assets (including Bitcoin and USDT) are included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.

Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

For the periods ended March 31, 2022 and 2021, the Company has recognized impairment loss of $0 and $0 of its digital assets, respectively.

Purchases of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first-in first-out method of accounting.

Separable Intangible Asset - Customer-related intangible assets

Customer-related intangible assets arising from the acquisition of subsidiary which has been separated from goodwill by complying with ASC 805-20-55 which meets the contractual-legal criterion for recognition separately from goodwill even though the Company cannot sell or otherwise transfer these lease contracts.

Customer-related intangible assets are accounted for as intangible assets with useful lives of five years. It would be amortized for the useful lives on monthly basis.

The Company tests intangible assets for impairment at the reporting unit level on an annual basis and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. The Company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company decides, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required.

L. Business combinations

Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed and any non-controlling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any non-controlling interests of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Common forms of the consideration made in acquisitions include cash and common equity instruments. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition.

M. Goodwill

Goodwill is the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination.

The Company tests goodwill for impairment at the reporting unit level on an annual basis and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. The Company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company decides, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required.

F-10

N. Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. For the periods ended March 31, 2022 and 2021, the Company did not recognize any impairment loss of its long-lived assets.

O. Long term investment

The Company’s long-term investments include equity securities without readily determinable fair values and available-for-sale investments.

Equity securities without readily determinable fair values

As of March 31, 2022 and December 31, 2021, the Company’s investment in two privately held companies over which the Company neither has control nor significant influence through investment in common stock.

Equity securities not accounted for using the equity method are carried at fair value with unrealized gains and losses recorded in the consolidated income statements, according to ASC 321, Investments - Equity Securities. The Company elected to record the equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer.

Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities, including consideration of the impact of the COVID-19 pandemic. In computing realized gains and losses on equity securities, the Company determines cost based on amounts paid using the average cost method. Dividend income is recognized when the right to receive the payment is established.

Available-for-sale investments

For investments in investees’ shares which are determined to be debt securities, the Group accounts for them as available-for-sale investments when they are not classified as either trading or held-to-maturity investments. Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income as a component of shareholders’ equity. Declines in the fair value of individual available-for-sale investments below their amortized cost due to credit-related factors are recognized as an allowance for credit losses, whereas if declines in the fair value is not due to credit-related factors, the loss is recorded in other comprehensive income / (loss).

P. Accounting for the Impairment of Long-lived assets

The long-lived assets held by the Company are reviewed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 360-10-35, “Accounting for the Impairment or Disposal of Long-Lived Assets,” for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Impairment is present if carrying amount of an asset is less than its undiscounted cash flows to be generated.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company believes no impairment has occurred to its assets during 2021 and 2020.

Q. Income taxes

The Company uses the accrual method of accounting to determine income taxes for the year. The Company has implemented FASB ASC 740 Accounting for Income Taxes. Income tax liabilities computed according to the United States, People’s Republic of China (PRC), and Hong Kong tax laws provide for the tax effects of transactions reported in the financial statements and consists of taxes currently due, plus deferred taxes, related primarily to differences arising from the recognition of expenses related to the depreciation of plant and equipment, amortization of intangible assets, and provisions for doubtful accounts between financial and tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes.

A valuation allowance is recognized for deferred tax assets if it is more likely than not, that the deferred tax assets will either expire before the Company is able to realize that tax benefit, or that future realization is uncertain.

R. Stock-based compensation

The Company has elected to use the Black-Scholes-Merton (“BSM”) pricing model to determine the fair value of stock options on the dates of grant. Also, the Company recognizes stock-based compensation using the straight-line method over the requisite service period.

The Company values stock awards using the market price on or around the date the shares were awarded and includes the amount of compensation as a period compensation expense over the requisite service period.

F-11

For the periods ended March 31, 2022 and 2021, $0 and $0 stock-based compensation was recognized.

S. Foreign currency translation

The accompanying financial statements are presented in United States dollars (USD).

For the period ended March 31, 2022, the functional currency of the Company is the USD.

For the period ended March 31, 2021, the functional currency of the Company is the USD and Renminbi (RMB). The financial statements are translated into USD from RMB at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

Exchange rates	March 31, 2021		December 31, 2021
Year-end/period-end RMB : US$ exchange rate		6.5713		6.4515
Average annual/period RMB : US$ exchange rate		6.4844		6.3757

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollar at the rates used in translation.

T. Revenue recognition

The Company recognizes services revenue when the following criteria have been met: 1) it has agreed and entered into a contract for service with it customers which the Company identifies the contract and determines the transactions price with customers, 2) the contract has set forth a fixed fee for the services to be rendered which the Company has determined the transactions price and the allocation of such price to performance obligations with the customers, 3) the Company has fully rendered service to its customers, and there are no additional obligations that exist that under the terms of the contract that the Company has not fulfilled that the Company recognizes revenue when the performance obligation is satisfied, and 4) the Company has either received payment, or reasonably expects payment from the customer in accordance to the payment terms set forth in the contract.

Cryptocurrency

When the cryptocurrency is sold in the exchange, which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

Rental income

Rental income from letting the Company’s of investment properties is recognized on a straight-line basis over the lease term.

Clubhouse services

Clubhouse income is recognized when services are rendered.

U. Cost of revenue

Cryptocurrency

The cost of revenue of cryptocurrency is the corresponding amount of intangible assets.

F-12

Clubhouse services

The cost of revenue of clubhouse services is mainly the labour costs and cost of food and beverage.

V. Earnings per share

Basic earnings per share is computed on the basis of the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.

Dilution is computed by applying the treasury stock method for options and warrants. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

W. Comprehensive loss

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company presents components of comprehensive income with equal prominence to other financial statements. The Company’s current component of other comprehensive income is the foreign currency translation adjustment.

X. Subsequent events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

Y. Fair Value of Financial Instruments

ASC 825, Financial Instruments, requires that the Company discloses estimated fair values of financial instruments. The carrying amounts reported in the balance sheets for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, loan receivables and short-term bank loans, the carrying amounts approximate fair value due to their relatively short maturities. The three levels of valuation hierarchy are defined as follows:

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

F-13

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

The following tables present the Company’s financial assets and liabilities at fair value in accordance to ASC 820-10

As of March 31, 2022:

	Quoted in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 3)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Cash	$	555,717	$	-	$	-	$	555,717
Total financial assets	$	555,717	$	-	$	-	$	555,717

As of December 31, 2021:

	Quoted in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 3)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Cash	$	2,877,456	$	-	$	-	$	2,877,456
Total financial assets	$	2,877,456	$	-	$	-	$	2,877,456

F-14

Z. Recently issued accounting standards

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, (“ASU 2019-04”). ASU 2019-04 clarifies and improves areas of guidance related to the recently issued standards on credit losses (ASU 2016-13), hedging (ASU 2017-12), and recognition and measurement of financial instruments (ASU 2016-01). The amendments generally have the same effective dates as their related standards. If already adopted, the amendments of ASU 2016-01 and ASU 2016-13 are effective for fiscal years beginning after December 15, 2019 and the amendments of ASU 2017-12 are effective as of the beginning of the Company’s next annual reporting period; early adoption is permitted. The standard did not have a material impact on our consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. ASU 2019-12 will be effective for the Company in the first quarter of 2021. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations, cash flows or disclosures.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, (“ASU 2020-03”). ASU 2020-03 improves various financial instruments topics, including the CECL Standard. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments related to Issue 1, Issue 2, Issue 4 and Issue 5 were effective upon issuance of ASU 2020-03. The amendments related to Issue 3, Issue 6 and Issue 7 were effective for the Company beginning on January 1, 2020. The Company does not anticipate that the adoption of the new standard will have a material effect on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments in this standard can be applied anytime between the first quarter of 2020 and the fourth quarter of 2022. The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition, results of operations, cash flows and disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

F-15

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This update is effective for annual periods beginning after December 15, 2021, and early application is permitted. This guidance should be applied either prospectively to all transactions that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or retrospectively to those transactions. The Company does not expect the impact of this guidance to have a material impact on the Company’s consolidated financial statements.

Other than the above, management does not believe that any of the recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

NOTE 3. BUSINESS ACQUISITION

Acquisition of Center Florence, Inc.

On November 18, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Agreement”) with Center Florence Holding LLC (“Center Florence Holding”) and Center Florence, Inc. (“Center Florence”), a wholly-owned subsidiary of Center Florence Holding. Under the Agreement, Center Florence Holding will sell and transfer one hundred percent (100%) of its shares in the Center Florence to the Company in exchange for four million six hundred thousand (4,600,000) shares (the “Exchange Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share, at an agreed price of $4.00 per share of the Common Stock for a total valuation of $18,400,000 of the Company.

On December 1, 2021, the share exchange transaction was closed and the Center Florence became a wholly-owned subsidiary of the Company.

The acquisition was recorded using the acquisition method of accounting. Accordingly, the acquired assets and liabilities were recorded at fair value at the date of acquisition.

The purchase price of Center Florence was allocated as of December 1, 2021, the date of acquisition, as follows:

	USD
	(Audited)
Cash and cash equivalents	$	48,850
Net assets acquired, excluding cash and cash equivalents, related parties balances and property, plant and equipment, net		(1,882,537	)
Property, plant and equipment, net		19,994,734
Separable Intangible Assets - Customer-related intangible assets		175,536
Goodwill		63,417
Total purchase consideration	$	18,400,000

The purchase price allocation was determined by the Company with the assistance of an independent valuation appraiser. The fair value of the acquired assets and liabilities were measured by using the multi-period excess earnings method, replacement cost valuation methods and discounted cash flow method and taking into account certain factors including the management projection of discounted future cash flow and an appropriate discount rate. Center Florence has no intangible assets to be acquired by the Company.

Goodwill resulted from the acquisition is not deductible for tax purposes, which was primarily attributable to intangible assets that cannot be recognized separately as identifiable assets under GAAP, and comprised (a) the assembled workforce and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

Acquisition of Hudson Capital USA Inc.

The acquisition was recorded using the acquisition method of accounting. Accordingly, the acquired assets and liabilities were recorded at fair value at the date of acquisition.

F-16

The purchase price of Hudson Capital USA was allocated as of February 16, 2022, the date of acquisition, as follows:

	USD
	(Unaudited)
Cash and cash equivalents	$	21,478
Net assets acquired, excluding cash and cash equivalents, related parties balances and property, plant and equipment, net		(1,416	)
Property, plant and equipment, net		0
Separable Intangible Liabilities – Lease commitment-related intangible liabilities		(48,101	)
Goodwill		28,139
Total purchase consideration	$	100

Acquisition of Hongkong Internet Financial Services Limited

On March 30, 2022, Hudson Capital USA, the subsidiary of the Company, entered into a Bought and Sold Note with Hudson Capital Inc. and executed an Instrument of Transfer to transfer its one (1) share, which represent all interest, in its wholly-owned Hong Kong subsidiary, Hongkong Internet Financial Services Limited for HK$1.

The acquisition was recorded using the acquisition method of accounting. Accordingly, the acquired assets and liabilities were recorded at fair value at the date of acquisition.

The purchase price of Hongkong Internet Financial Services Limited was allocated as of March 30, 2022, the date of acquisition, as follows:

	USD
	(Unaudited)
Cash and cash equivalents	$	0
Net assets acquired, excluding cash and cash equivalents, and related parties balances		0
Goodwill		0.14
Total purchase consideration	$	0.14

F-17

NOTE 4. CASH AND CASH EQUIVALENTS

Cash consisted of the following:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
Cash on hand	$	-	$	6,090
Cash in banks		555,717		2,871,366
Total cash	$	555,717	$	2,877,456

NOTE 5. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
Accounts receivable	$	77,158	$	64,089
Less: allowance		-		-
Less: impairment		-		-
Accounts receivable, net	$	77,158	$	64,089

NOTE 6. INVENTORY

Inventory consisted of the following:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
Consumable store	$	1,996	$	2,673
Less: allowance		-		-
Less: impairment		-		-
Total	$	1,996	$	2,673

NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As of March31, 2021			As of December 31, 2021
	(Unaudited)			(Audited)
Land	$	18,148,238		$	18,148,238
Building and improvement		2,614,790			2,614,790
Furniture and equipment		285,694			261,397
Digital mining equipment		3,218,350			1,300,000
Motor vehicle		100,000			100,000
Total property and equipment		24,367,072			22,424,425
Less: accumulated depreciation		(1,392,817	)		(1,284,233	)
Less: impairment		-			-
Property, plant and equipment, net	$	22,974,255		$	21,140,192

Depreciation expense was $108,584 and $0, respectively for the years ended December 31, 2021 and 2020.

F-18

NOTE 8. INTANGIBLE ASSETS, NET

The intangible assets consisted of the following:

	As of March 31, 2022 (Unaudited)
Items	Gross Carrying Value		Accumulated Amortization			Impairment		Net Carrying Value
	$		$			$		$
Intangible assets not subject to amortization:
Goodwill (Note 9)		91,556		-			-		91,556
Digital assets - Bitcoin		9,230		-			-		9,230
Digital assets - USDT		67,035		-			-		67,035

Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		175,536		(11,702	)		-		163,834
Total		343,357		(11,702	)		-		331,655

	As of December 31, 2021 (Audited)
Items	Gross Carrying Value		Accumulated Amortization			Impairment			Net Carrying Value
	$		$			$			$
Intangible assets not subject to amortization:
Goodwill (Note 9)		63,417		-			-			63,417
Digital assets		30,670		-			(13,589	)		17,081

Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		175,536		(2,923	)		-			172,613
Total		269,623		(2,923	)		(13,589	)		253,111

Digital assets

	As of March 31, 2021		As of December 31, 2021
	(Unaudited)		(Audited)
Digital assets
Bitcoin - Digital mining costs	$	9,230	$	30,670
USDT		67,035		-
Less: accumulated amortization		-		-
Less: impairment		-		(13,589	)
	$	76,265	$	17,081

On October 26, 2021, the Company has entered into hosting and colocation services agreement with GigaCrypto, Inc. (“GigaCrypto”) to deploy and maintain the Company’s mining equipment to locations operated by GigaCrypto. GigaCrypto provides electrical power, internet access and maintenance services. The contract is enforceable for 3 years and GigaCrypto will receive mining services fee, including the management service fee, power costs and additional costs, which is caused by government regulatory conditions changes. The Company is entitled to all cryptocurrency award for successfully adding a block to the blockchain.

The cryptocurrency award would be capitalized as intangible assets according to the costs incurred, which includes mining services fees, depreciation of mining equipment and power costs. What the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time intangible assets is recognized. There is no significant financing component in these transactions.

F-19

Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

No amortization on digital assets and the digital assets include Bitcoin and USDT as the periods ended March 31, 2022 and 2021.

Impairment on intangible assets was $0 and $0, respectively, for the periods ended March 31, 2022 and 2021.

Customer-related intangible assets

	As of March 31, 2021			As of December 31, 2021
	(Unaudited)			(Audited)
Separable Intangible Assets
Customer-related intangible assets	$	175,536		$	175,536
Less: accumulated amortization		(11,702	)		(2,923	)
Less: impairment		-			-
	$	163,834		$	172,613

The fair value of the Customer-related intangible assets was determined by the Company with the assistance of independent valuation appraisers using the income-based valuation methodology.

Amortization on Customer-related intangible assets was $8,779 and $0, respectively, for the periods ended March 31, 2022 and 2021.

NOTE 9. GOODWILL

Changes in the carrying amount of goodwill for the period ended March 31, 2022 and year ended December 31, 2021 consisted of the following:

	As of March 31, 2021		As of December 31, 2021
	(Unaudited)		(Audited)
Beginning balance	$	63,417	$	-
Addition (Note 3)		28,139		63,417
Less: accumulated impairment loss		-		-
Less: disposal and write off		-		-
	$	91,556	$	63,417

In the annual goodwill impairment assessment, the Company concluded that the carrying amounts of certain reporting units exceeded their respective fair values and recorded impairment losses of $0 and $0 for the periods ended March 31, 2022 and 2021. The fair value of the reporting units was determined by the Company with the assistance of independent valuation appraisers using the income-based valuation methodology.

F-20

NOTE 10. LONG TERM INVESTMENT

The long term investment was valued at cost and consisted of the following:

	As of March 31, 2021		As of December 31, 2021
	(Unaudited)		(Audited)
Equity securities without readily determinable fair values
Archax Holdings Ltd.	$	500,000	$	500,000
Montis Digital Limited		250,000		250,000
		750,000		750,000
Available-for-sale investments
Archax Holdings Ltd.- Principal of Convertible note loan		106,289		106,289
Archax Holdings Ltd.- Interest on Convertible note loan		2,819		722
		109,108		107,011

Total cost of long term investment		859,108		857,011
Less: impairment		-		-
	$	859,108	$	857,011

a)	Equity securities without readily determinable fair values

On June 4, 2021, the Company and Hudson Capital USA Inc. (the “Seller”) entered into a share transfer agreement (the“Archax SPA”), pursuant to which the Company agreed to buy from the Seller $500,000 worth of shares (1.74% of ownership) of Archax Holdings Ltd. (“Archax”), a company organized under the laws of England, UK. Archax is a global digital asset trading platform and ecosystem. In addition, on June 4, 2021, the Company and the Seller entered into another share transfer agreement (the“Montis SPA”), pursuant to which the Company agreed to buy from the Seller $250,000 worth of shares (2.63% of ownership) of Montis Digital Limited (“Montis”), a company organized under the laws of Gibraltar. Montis primarily provides marketing and consulting services for digital assets and related entities in the digital asset ecosystems. Each of the Archax SPA and Montis SPA contained customary representations and warranties for transactions of this nature and scale.

The Company and Seller are related parties because the majority of the board of directors of the Company are the board members of the Seller, constituting the majority of the board of directors of the Seller and Hon Man Yun serves as the Chief Financial Officer of both the Company and Seller.

On June 16, 2021, the Company and Seller closed the stock purchase transaction in accordance with the Montis SPA. On June 17, 2021, the Company and Seller closed the stock purchase transaction in accordance with the Archax SPA.

For the year ended December 31, 2021, the Company did not record upward adjustments or downward adjustments on the equity securities.

The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity securities. As of December 31, 2021, the Company did not recognize impairment against the equity securities.

b)	Available-for-sale investments

On November 16, 2021, the Company closed the convertible note loan (the “Note”) transaction Archax. The Notes shall be known as 8% fixed rate unsecured convertible loan notes 2022 Series III and shall be issued by Archax in integral multiples of $1.00 and maturity date of the Note would be the last Business Day in July 2022, which is July 22, 2022. Conversion price would be 80% lower of the lowest price per share which would have been paid for Senior Shares.

Interest on Note was $723 and $0, respectively for the periods ended March 31, 2022 and 2021.

For the period ended March 31, 2022, the Company did not record upward adjustments or downward adjustments on the equity securities.

The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity securities. As of March 31, 2022, the Company did not recognize impairment against the equity securities.

F-21

NOTE 11. SHORT-TERM LOANS

Principal of short-term loans consisted of the following:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
7.00% bank loan, originally due July 15, 2020, but extended to December 31, 2022	$	160,531	$	166,777
		-		-
		-		-
Total	$	160,531	$	166,777

NOTE 12. LONG-TERM LOAN

Principal of long-term loans consisted of the following:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
6.00% bank loan, due April 10, 2024	$	1,124,596	$	1,133,959
3.75% U.S federal government SBA loan, due June 27, 2030		149,900		149,900
3.75% U.S. federal government SBA loan, due June 27, 2030		150,000		150,000
Total	$	1,424,496	$	1,433,859

NOTE 13. NOTE PAYABLES

Note payables consisted of the following:

	As of March 31, 2021		As of December 31, 2021
	(Unaudited)		(Audited)
PX Global Advisors, LLC
Principal	$	2,000,000	$	2,000,000
Interest		60,274		10,959
Total	$	2,060,274	$	2,010,959

On December 12, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with PX Global Advisors, LLC (“PX Global Advisors”), pursuant to which the PX Global Advisors purchased a convertible promissory note (the “Note”) from the Company in the principal amount of $2,000,000. Pursuant to the terms of the Note, the Note bears an interest rate of 10% per annum, the principal amount and accrued but unpaid interest of the Note shall be due and payable on December 12, 2022 (the “Maturity Date”) and such principal amount and the interest accrued thereon shall be convertible into shares of the Company’s common stock at the selection of the PX Global Advisors on the Maturity Date at a fixed conversion price of $3.20 per share. The Company shall have the right to prepay the outstanding balance of and interest on this Note at any time prior to the Maturity Date. The Company intends to use the net proceeds from the Note for general working capital purposes. On December 13, 2021, the Company issued the Note to the PX Global Advisors and consummated the transaction as set forth in the Purchase Agreement. The Note was wholly recognized as a liability under ASC 470-20-25-10 and ASC 470-20-25-12.

Interest expense was $49,315 and $0, respectively for the periods ended March 31, 2022 and 2021.

NOTE 14. RELATED PARTY TRANSACTIONS

a)	Long term investment

On June 4, 2021, the Company and Hudson Capital USA Inc. (the “Seller”) entered into a share transfer agreement (the “Archax SPA”), pursuant to which the Company agreed to buy from the Seller $500,000 worth of shares (1.74% of ownership) of Archax Holdings Ltd. (“Archax”), a company organized under the laws of England, UK. Archax is a global digital asset trading platform and ecosystem. In addition, on June 4, 2021, the Company and the Seller entered into another share transfer agreement (the “Montis SPA”), pursuant to which the Company agreed to buy from the Seller $250,000 worth of shares (2.63% of ownership) of Montis Digital Limited (“Montis”), a company organized under the laws of Gibraltar. Montis primarily provides marketing and consulting services for digital assets and related entities in the digital asset ecosystems. Each of the Archax SPA and Montis SPA contained customary representations and warranties for transactions of this nature and scale.

F-22

b)	Property, plant and equipment

On May 28, 2021, the Company and Hudson Capital USA Inc. (the “Seller”) entered into a vehicle purchase agreement, pursuant to which the Company agreed to buy from the Seller $100,000 worth of motor vehicle.

c)	Related party payables

Related party payables consisted of the followings:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
PX SPAC Capital Inc.
Principal	$	36,916	$	36,916
Interest		768		586
Total	$	37,684	$	37,502

The amount was provided as working capital to financial the Company’s operations. The amount is unsecured, 2% annual interest bearing and due on demand. Interest expense was $182 and $0, respectively for the periods ended March 31, 2022 and 2021.

NOTE 15. Taxation

The Company was incorporated in the state of Delaware, U.S.A. The Company did not generate any taxable income from its operations for the periods ended March 31, 2022 and 2021.

For period ended March 31, 2022, the Company, Center Florence, Inc. (“CFI”), Center St. Louis LLC (“St. Louis”), and Florence Development, LLC (“Florence”) are subject to U.S. federal and Delaware franchise tax. New York Link Capital Inc. (“NY Link”), New York Tech Capital Inc. (“NY Tech”) are subject to U.S. federal and New York state income taxes, Royal Park, LLC (“Royal Park”) and are subject to U.S. federal and South Carolina state income taxes.

For U.S. Federal income tax purpose, the Company and its subsidiaries did not elect to file consolidated tax returns and file separately as individual entity. For each company they have filed separate federal and state tax returns and calculated the relevant taxes for taxable income; and relevant net operating loss will be carry forwards according to relevant tax periods.

For U.S. Federal income tax purpose, the Company, NY Link, NY Tech, CFI, St. Louis, Royal Park and Florence have net operating loss, or NOL carryforwards of approximately $983,255 at March 31, 2022.

For Delaware franchise tax purpose, the Company, CFI, St. Louis, and Florence are subject to annual franchise tax and have no NOL carry forwards.

For New York income tax purpose, NY Link and NY Tech have no net operating loss, or NOL carry forwards at March 31, 2022.

For South Carolina, income tax purpose, Royal Park has net operating loss, or NOL carry forwards of approximately $857,487 at March 31, 2022.

F-23

For period ended March 31, 2021, EGOOS Mobile Technology Company Limited (“EGOOS BVI”) was incorporated in the BVI. There is no income tax for a company domiciled in the BVI. Accordingly, the Company’s consolidated financial statements do not present any income tax provision related to the BVI tax jurisdiction where EGOOS BVI is domiciled.

EGOOS Mobile Technology Company Limited (“EGOOS HK”), which is subject to a 16.5% corporate income tax.

EGOOS HK has no net operating loss, or NOL carryforward, as EGOOS HK has no operation for the period.

Move the Purchase Consulting Management (Shenzhen) Co., Ltd. (“MPCM”), Guangzhou Yuzhi Information Technology Co., Ltd. (“GZYZ”), Shenzhen Qianhai Exce-card Technology Co., Ltd. (“SQEC”) and Guangzhou Rongsheng Information Technology Co., Ltd. (“GZRS”) are subject to PRC Enterprise Income Tax, which is 25% on taxable income.

MPCM, GZYZ, SQEC and GZRS has no net operating loss, or NOL carryforward, as they have no operation for the period.

Corporate Income Taxes

The components of the income tax expense are as follows:

	Three months ended March 31, 2022		Three months ended March 31, 2021
	(Unaudited)		(Unaudited)
Current	$	-	$	-
Deferred		-		-
Total	$	-	$	-

Taxes recoverable (payable) consisted of the following at March 31, 2022 and December 31, 2021:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
Income tax recoverable - current	$	-	$	-
Income tax payable – noncurrent	$	-	$	-

As of March 31, 2022 and December 31, 2021, current and noncurrent tax payable were $0 and $0.

The (benefit) provision for income taxes on loss from continuing operations consisted of the following:

		Three months ended March 31, 2022		Three months ended March 31, 2021
		(Unaudited)		(Unaudited)
Current:
Federal	$	-	$	-
State		-		-
Hong Kong		-		-
		-		-

Deferred:
Federal		-		-
State		-		-
Total provision (benefit) for income taxes	$	-	$	-

F-24

The following is a reconciliation of the difference between the actual (benefit) provision for income taxes and the (benefit) provision computed by applying the federal statutory rate on income before income taxes from continuing operations:

		Three months ended March 31, 2022		Three months ended March 31, 2021
		(Unaudited)		(Unaudited)
Tax at federal statutory rate	$	-	$	-
Foreign rate differential		-		-
Others		-		-
Valuation allowance		-		-
Total provision (benefit) for income taxes	$	-	$	-

Deferred Taxes Assets and Liabilities

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred taxes are comprised of the following:

	As of March 31, 2022			As of December 31, 2021
	(Unaudited)			(Audited)
Non-Current Deferred Tax Assets:
NOL (Federal)	$	294,977		$	294,977
NOL (NY)		-			-
NOL (SC)		42,874			42,874


Net Non-Current Deferred Tax Assets before Valuation Allowance		337,851			337,851
Less: Valuation Allowance		(337,851	)		(337,851	)
Non-Current Deferred Tax Assets, Net:		-			-
Total Deferred Assets, Net:	$	-		$	-

Taxes Payable

Taxes payable consisted of the following:

	As of March 31, 2022		As of December 31, 2021
	(Unaudited)		(Audited)
Corporate income tax payable	$	-	$	-
Franchise tax payable		1,240		1,200
Other surtaxes payable		-		-
Total	$	1,240	$	1,200

F-25

NOTE 16. STOCKHOLDERS’ EQUITY

Common stock

As of March 31, 2022 and December 31, 2021, the Company has 100,000,000 shares of common stock authorized, 17,465,992 shares and 17,465,992 shares issued and outstanding at par value of $0.001 per share, respectively.

On November 1, 2021, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the State of Delaware, which has effected a one-for-five reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”). As a result of the Reverse Stock Split, the number of outstanding shares of Common Stock has been reduced by the ratio of one-for-five. No fractional shares will be issued in connection with the Reverse Stock Split and the fractional share of the Common Stock shall be rounded up to the nearest whole share.

In connection with the Reverse Stock Split, our par value per share did not change. The number of shares of common stock outstanding has been changed accordingly upon the effectiveness of the Reverse Stock Split.

Stock option compensation

On October 20, 2017, the Company issued to Mr. Yang Liu, the option to purchase 1,050,000 shares of the Company’s common stock to be issued upon his exercise of such option. The option vests in three tranches according to the following schedule: 350,000 shares at October 19, 2018, 350,000 shares at October 19, 2019, and 350,000 at October 19, 2020. All three tranches expire on October 19, 2022. The Company has used the widely accepted Black Scholes Merton Option Pricing Model to measure the fair value of these securities, because of their plain vanilla nature of this option. The Company employed the followings assumptions to calculate the fair value of the option: expected forfeiture rate: 0%, risk free rate: 2.03%, expiration date: October 19, 2022, exercise price: $1.00, annualized volatility: 602.71%, dividend yield: 0%, and the Company’s closing stock price at year end. For the years ended December 31, 2018 and 2017, the Company recorded stock option compensation expense of $1,113,217 and $373,509. On August 22, 2018, Mr. Liu resigned from his position as Chief Executive Officer. The stock options were not fully vested since his resignation was before the anniversary of his employment period. Mr. Liu had forfeited all his stock options upon his resignation on August 30, 2018.

For the periods ended March 31, 2022 and 2021, no stock option has been issued.

NOTE 17. LOSS PER SHARE

The following table presents a reconciliation of basic and diluted earnings per share:

	For the three months ended March, 31
	2022			2021
	(Unaudited)			(Unaudited)
Numerator:
Net loss	$	(162,247	)	$	(11,003	)
Denominator:
Weighted average number of common stock outstanding - basic and diluted		17,465,992			4,205,543	*
Loss per share – Basic and diluted:	$	(0.00929	)	$	(0.00262	)

- The computation of basic and diluted share and EPS data was adjusted retroactively for all period presented to reflect the 5 to 1 reverse stock split change which was effective on November 1, 2021.

NOTE 18. CONCENTRATION OF RISK

Major Customer

The Company had certain customers who represented 10% or more of the Company’s total sales. For period ended March 31, 2022, the Company had one customer contributes for 10% or more of the Company’s total sales.

Major Vendors and Accounts Payable

The Company had certain vendors who represented 10% or more of the Company’s total cost of sales or expenses, or whose accounts payable balances individually represented 10% or more of the Company’s total accounts payable. For the period ended March 31, 2022, there was no concentration in any specific vendor.

Credit Risk

The Company maintained cash balances at several financial institutions located in the United States. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation up to $100,000.

F-26

NOTE 19. SIGNIFICANT EVENTS

In December 2019, there was an outbreak of the novel coronavirus (COVID-19) in China that has since spread to many other regions of the world. The outbreak was subsequently labeled as a global pandemic by the World Health Organization in March 2020. It is anticipated that the COVID-19 outbreak may ultimately have a material adverse impact on the Company’s results of operations, financial position and cash flow in 2020 including, but not limited to:

Transportation delays and cost increases, more extensive travel restrictions, closures or disruptions of businesses and facilities or social, economic, political or labor instability in the affected areas, may impact the Company’s customers’ operations. Customers may not be able to repay their loans on time due to lack of capital.

The extent of the impact of COVID-19 on the Company’s operations and financial results depends on future developments and is highly uncertain due to the unknown duration and severity of the outbreak. The situation is changing rapidly and future impacts may materialize that are not yet known. The Company continues to monitor the situation closely and may implement further measures to provide additional financial flexibility and improve the Company’s cash position and liquidity.

On January 13, 2022, the Company entered into an engagement agreement (the “Agreement”) with Joseph Stone Capital, LLC (the “FA”), pursuant to which the FA will act as an exclusive financial advisor for the Company to assist with certain matters, including up-listing, mergers and acquisitions, licensing or a joint venture or partnership, and global capital raising transactions by the Company (the “Services”) for a period of twelve (12) months, with an automatic extension for additional twelve (12) months with the mutual approval of the Company and FA. For the Services provided and to be provided by the FA, the Company shall issue the FA 1,000,000 shares of the Company’s common stock (the “Upfront Shares”) as upfront fees. Pursuant to the Agreement, the Company has granted the FA an anti-dilution right to maintain the FA’s equity ownership percentage of the Company of at least five percentage (5%) on a fully diluted basis for a period of eighteen (18) months from the date of the issuance of the Upfront Shares. The Company shall pay a certain percentage of the Aggregate Consideration as compensation to the FA for any sale, merger, acquisition, joint venture, strategic alliance, technology partnership, licensing agreement or other similar agreements undertaken by the Company due to the FA’s advice and facilitation. In addition, the FA shall receive a mutually agreed compensation for any form of debt financing raised with the assistance of the FA for the Company. Furthermore, for any successful equity raise by the Company as a result of the FA’s efforts, the FA shall receive (i) a Success Fee, payable in cash, equal to ten percent (10%) of the gross proceeds of the equity offering, plus (ii) warrants to purchase shares of Company’s commons stock (the “FA Warrants”), with the cashless exercise option, in the amount equal to ten percent (10%) of the gross proceeds of the equity offering, exercisable, in whole or in part, at any time within five (5) years from a public offering of the Company at a strike price equal to hundred-twenty percent (120%) of the public offering price of the Company’s common stock, or, if a public offering price is not available, then the market price of the common stock on the date when such offering is commenced. In accordance with the Agreement, the Company has granted the piggyback registration right to the shares underlying the FA Warrants and the Upfront Shares. The Company paid the FA $25,000 as advanced payment for any accountable expenses pursuant to the Agreement. The Company shall grant the FA a right to first refusal to act as the sole placement agent, sole book runner, manager, agent, or advisor for the Company’s next placement of debt or equity securities for a period of 18 months, subject to the terms of the Agreement. Additionally, the FA shall be entitled to compensation for any transaction undertaken by the Company with parties identified by the FA within eighteen (18) months from the termination or expiration of the Agreement. Any capitalized term used but not defined herein shall have the meaning given thereto in the Agreement. Before their entry into the Agreement, no material relationship existed between the Company and the FA.

The offer and issuance of the Upfront Shares is and shall be made in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

F-27

On February 1, 2022, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from “Wave Sync Corp.” to “New York Holding Corp.” effective on February 4, 2022. The Certificate of Amendment and change of the corporate name do not and will not affect any right or obligation of the holders of the Company’s securities. As of this report, the Company has submitted the name-change application with FINRA, and the same is currently under review.

On March 15, 2022, Time Capital Management Inc., a New York corporation (“Time Capital”) and a wholly owned subsidiary of the Company, entered into a business consulting agreement (the “Agreement”) with Pengfei Xie, Zaixian Wang and Bingjiang Wang (collectively, the “Clients”), pursuant to which Time Capital, as a business consultant, shall provide investment and financial advice in relation to Clients’ funds of a total of one million dollars ($1,000,000.00) (the “Funds”) together with the income attributable to such Funds (the “Account”) for a period of one year from the date of the Agreement to March 15, 2023. Subject to the terms and conditions of the Agreement, Time Capital shall be entitled to a performance-based profit allocation of 8% of the Account’s net profits (the “Consulting Fees”) payable quarterly to Time Capital for the services it provides.

Before their entry into the Agreement, no material relationship existed between the Company or Time Capital on one hand and the Clients on the other hand, except that 1) Zaixian Wang is a shareholder of the Company and 2) Zaixian Wang is the father of Warren Wang who in-turn is the control person of PX SPAC Capital Inc., one of the principal shareholders of the Company.

On March 25, 2022, the Company entered into a private placement subscription agreement (the “Subscription Agreement”) in connection with its private sale (the “Offering”) of the Company’s 156,250 unregistered shares of common stock, par value $0.001, to Yingbin Guo (the “Investor”), at a purchase price of $3.20 per share. The Subscription Agreement contains customary representations, warranties and covenants by the parties regularly applied under industry standards. The Investor acknowledged and agreed that any resale of the shares issued in connection with this Offering is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended.

The Company shall issue shares of its common stock sold in this Offering in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration for this Offering based in part on the representations made by the Investor, including the representations with respect to the Investor’s status as accredited investors and his investment intent.

NOTE 21. SUBSEQUENT EVENTS

On May 17, 2022, the Company and WeWin DAO LLC ( “WeWin”), a Wyoming limited liability company, entered into a token purchase agreement (the “Purchase Agreement”), pursuant to which the Company shall purchase ten billion (10,000,000,000) WWC tokens (the “Sale Tokens”), which shall represent ten percent (10%) of the ownership interest and voting rights in WeWin, for a total consideration of ten million dollars ($10,000,000.00) (the “Purchase Price”) payable in two million and five hundred thousand (2,500,000) shares of common stock of the Company, valued at $4.00 per share (the “Consideration Shares”). Upon satisfaction of the terms and conditions of the Purchase Agreement, the parties of the Purchase Agreement expect to close the transactions set forth therein (the “Closing”) on or before June 27, 2022. Pursuant to the Purchase Agreement, the Company has agreed that it shall not, without the WeWin’s consent, offer, sell, transfer, assign, pledge or otherwise dispose of any of the Sale Tokens until the earlier of (i) 365 days from the date of this Agreement and (ii) the listing of WWC tokens on a cryptocurrency exchange platform. Similarly, in accordance with the Purchase Agreement, WeWin has agreed that it shall not, without the Company’s consent, sell, assign, transfer, pledge, contract to sell, establish an open “put equivalent position,” or otherwise dispose of, or announce the offering of, or request the Company to file a registration statement under Securities Act of 1933 in respect of, any Consideration Shares until the earlier of (i) 365 days from the date of this Agreement and (ii) the listing of Company’s shares on a national stock exchange.

Except for the above mentioned matters, no other material events are required to be adjusted or disclosed as of the report date of the consolidated financial statements.

F-28

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

Critical Accounting Policies

Method of Accounting

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

As of March 31, 2022, the detailed identities of the consolidating subsidiaries were as follows:

Name of Company	Place of incorporation	Attributable equity interest %			Registered capital
New York Link Capital Inc. (“NY Link”)	New York		100	%	$	100
New York Tech Capital Inc. (“NY Tech”)	New York		100	%		100
Center Florence, Inc.	Delaware		100	%		1
Center St. Louis LLC (“St. Louis”)	Delaware		100	%		1,000
Royal Park, LLC (“Royal Park”)	South Carolina		100	%		1,000
Florence Development, LLC. (“Florence”)	Delaware		100	%		1,000
Time Capital Inc. (“Time Capital”)	New York		100	%		100
Time Capital Management Inc. (“Time Capital Management”)	New York		100	%		100
Hudson Capital USA Inc. (“NY Link”)	New York		100	%		100
Hongkong Internet Financial Services Limited (“HKIFS”)	Hong Kong		100	%		0.14

As of December 31, 2021, the detailed identities of the consolidating subsidiaries were as follows:

Name of Company	Place of incorporation	Attributable equity interest %			Registered capital
New York Link Capital Inc. (“NY Link”)	New York		100	%	$	100
New York Tech Capital Inc. (“NY Tech”)	New York		100	%		100
Center Florence, Inc.	Delaware		100	%		1
Center St. Louis LLC (“St. Louis”)	Delaware		100	%		1,000
Royal Park, LLC (“Royal Park”)	South Carolina		100	%		1,000
Florence Development, LLC. (“Florence”)	Delaware		100	%		1,000

Unaudited Interim Financial Information

Use of estimates

Contingencies

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and cash equivalents

Accounts receivable

Other receivables

Property, plant and equipment

Lands are carried at cost and no depreciation is provided.

Building and improvement		15-40 years
Furniture and equipment		5-28 years
Digital mining machine		5 years
Office equipment		3 years
Office furniture		5 years
Motor vehicle		5 years

Intangible Assets

Digital assets

For the periods ended March 31, 2022 and 2021, the Company has recognized impairment loss of $0 and $0 of its digital assets, respectively.

Separable Intangible Asset - Customer-related intangible assets

Customer-related intangible assets are accounted for as intangible assets with useful lives of five years. It would be amortized for the useful lives on monthly basis.

Business combinations

Goodwill

Goodwill is the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination.

Impairment of Long-lived Assets

Long term investment

The Company’s long-term investments include equity securities without readily determinable fair values and available-for-sale investments.

Equity securities without readily determinable fair values

Available-for-sale investments

Accounting for the Impairment of Long-lived assets

Income taxes

Stock-based compensation

For the periods ended March 31, 2022 and 2021, $0 and $0 stock-based compensation was recognized.

Foreign currency translation

The accompanying financial statements are presented in United States dollars (USD).

For the period ended March 31, 2022, the functional currency of the Company is the USD.

Exchange rates

March 31,

2021

December 31,

2021

Year-end/period-end RMB : US$ exchange rate

6.5713

6.4515

Average annual/period RMB : US$ exchange rate

6.4844

6.3757

Revenue recognition

Cryptocurrency

When the cryptocurrency is sold in the exchange, which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

Rental income

Rental income from letting the Company’s of investment properties is recognised on a straight-line basis over the lease term.

Clubhouse services

Clubhouse income is recognised when services are rendered.

Cost of revenue

Cryptocurrency

The cost of revenue of cryptocurrency is the corresponding amount of intangible assets.

Clubhouse services

The cost of revenue of clubhouse services is mainly the labour costs and cost of food and beverage.

Earnings per share

Comprehensive loss

Subsequent events

Fair Value of Financial Instruments

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

The following tables present the Company’s financial assets and liabilities at fair value in accordance to ASC 820-10

As of March 31, 2022:

	Quoted in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 3)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Cash	$	555,717	$	-	$	-	$	555,717
Total financial assets	$	555,717	$	-	$	-	$	555,717

As of December 31, 2021:

	Quoted in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 3)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Cash	$	2,877,456	$	-	$	-	$	2,877,456
Total financial assets	$	2,877,456	$	-	$	-	$	2,877,456

Results of Operations

Fiscal Quarters Ended March 31, 2022 and 2021

The following table shows the results of operations for the three months ended March 31, 2022 and 2021:

	Three months ended March 31,
	2022			2021			Change			Percent
Revenue	$	789,348		$	-		$	789,348			100.0	%
Cost of revenue		228,637			-		$	228,637			100.0	%
Gross profit		560,711			-		$	560,711			100.0	%

Operating expenses:
General and administrative expenses	$	658,031			10,723		$	648,829			6050.8	%
Financial expenses	$	49,497			280		$	49,217			17577.5	%
Total operating expenses	$	707,528			11,003		$	696,525			6330.3	%
Income (loss) from operations	$	(146,817	)		(11,003	)	$	(135,814	)		1248.2	%

Other income (expenses):
Interest income	$	2,644			-		$	2,644			100.0	%
Interest expenses	$	(18,096	)		-		$	(18,096	)		100.0	%
Other income	$	22			-		$	22			(100	)%
Total other income (expense), net	$	(15,430	)		-		$	(15,430	)		100.0	%

Income before income tax		(162,247	)		(11,003	)		(151,244	)		1374.6	%
Income tax expense	$	-			-		$	-			-	%
Net income (loss)	$	(162,247	)	$	(11,003	)	$	(151,244	)		1374.6	%

Revenue

	Three months ended March 31, 2022		Three months ended March 31, 2021
Revenue	$	789,348	$	-
Cost of revenue		228,637		-
Gross profit	$	560,711	$	-

There was no revenue for the three months ended March 31, 2021, as the Company has ceased its active business operations since the year of 2019.

For the three months ended March 31, 2022, our revenues were $522,848, representing revenue after the completion of acquisition of Center Florence at December 1, 2021, reflecting a stable revenue from rental of recreational facilities and industrial properties.

For the three months ended March 31, 2022, the digital mining operation has generated revenue of $266,500 from the sales proceeds of Bitcoins.

Cost of revenue

For the three months ended March 31, 2022, our cost of revenue was $67,848, representing cost of revenue after the completion of acquisition of Center Florence at December 1, 2021, consisting of costs of food and beverage consumed by members and customers in the recreational facilities.

For the three months ended March 31, 2022, the cost of digital mining operation revenue was $174,379.

Operating Expenses

The following table sets forth the breakdown of our operating expenses for the years ended December 31, 2021 and 2020, respectively:

	For the three months ended March 31,										Variance
	2021		%			2020		%			Amount		%
General and administrative expenses	$	658,031		93.0	%	$	10,723		99.9	%	$	647,308		6036.6	%
Financial expenses		49,497		7.0	%		280		0.1	%		49,217		17577.5	%
Total Amount	$	707,528		100.0	%	$	11,003		100	%	$	696,525		6330.3	%

General and administrative and financial expenses were related to corporate overhead, financial and administrative contracted services, such as legal and accounting. General and administrative expenses and financial expenses for the three months ended March 31, 2022 were $658,031 as compared to $10,723 for the comparable period ended March 31, 2021, which represented an increase of $647,308 or approximately 60 times. Such increase was primarily attributed to increase of operating expenses of club house and rental business, consulting fee, audit fee, legal and professional fees.

Financial expenses for the three months ended March 31, 2022 were related to interests on related party loans and a convertible note from the related parties. The increase of interests is contributed by draw down of an unsecured convertible note of $2,000,000, at an annual interest rate of 10%, on December 12, 2021.

(Loss) Income from Operations and Operating Margin

Loss from operations in the three months ended March 31, 2022 was $162,247, compared with loss from operations of $11,003 in the three months ended March 31, 2021.

Operating margin, or income from operations as a percentage of total revenue was negative 20% as for the three months ended March 31, 2022, compared with no revenue for the three months ended March 31, 2021, due to the previously discussed changes.

Other income (expenses)

The following table sets forth the breakdown of our other income for the three months ended March 31, 2022 and 2021:

	For the three months ended March 31,											Variance
	2022			%			2021		%			Amount			%
Interest income	$	2,644			(17.1	)%	$	-		-	%	$	2,644			100.0	%
Interest expenses		(18,096	)		117.3	%		-		-	%		(18,096	)		(100.0	)%
Other income		22			(0.2	)%		-		-	%		22			(100.0	)%
Total Amount	$	(15,430	)		100.0	%	$	-		-	%	$	(15,430	)		100.0	%

Interest income was $2,644 and $0 for the three months ended March 31, 2022 and 2021, respectively, showing an increase of 100.0%. This increase is mainly contributed to interest income of $2,097 on convertible note acquired on November 16, 2021.

Interest expenses was $18,096 and $0 for the three months ended March 31, 2022 and 2021, respectively, showing an increase of 100.0%. This increase is mainly contributed to interest expenses on short term and long term loans obtained by the Company for operation of club house and rental business.

Income tax (benefit) expense

Income tax expense was $0 and $0 for the three months ended March 31, 2022 and 2021, respectively.

Foreign Currency Translation Gain (Loss)

Foreign currency translation gain was $0 and $0 in the three months ended March 31, 2022 and 2021, respectively.

Net (Loss) Income

Net loss for the three months ended March 31, 2022 and 2021 were $162,247 and $11,003, respectively. The net loss is mainly due to increase of general and administrative expenses.

Liquidity and Capital Resources

Our primary liquidity and capital resource needs are to finance the costs of our operations, to make capital expenditures and to service our debt. We continue to be dependent on our ability to generate revenues, positive cash flows and additional financing.

Working Capital Summary

The following table represents a comparison of our working capital for the three months ended March 31, 2022 and 2021:

	As of March 31, 2022			As of December 31, 2021
	(Unaudited)			(Audited)
Current assets	$	946,522		$	3,049,477
Current liabilities	$	2,612,792		$	2,672,979
Working capital	$	(1,666,270	)	$	376,498

Cash Flows

The following table represents a comparison of our cash flows for the three months ended March 31, 2022 and 2021:

	Three months ended March 31,
	2022			2021
	(Unaudited)			(Unaudited)
Cash flows used in operating activities	$	(321,224	)	$	(17,431	)
Cash flows used in investing activities	$	(1,984,906	)	$	-
Cash flows (used in)/from financing activities	$	(15,609	)	$	20,431

Cash flows used in operating activities

Since the change of management in February 25, 2021, the Company has resumed its operation and incurred cash flows used in operating activities. The Company incurred cash flows used in operating activities in the amounts of $321,224 and $17,431 for the three months ended March 31, 2022 and 2021, respectively.

Cash flows from investing activities

For the three months ended March 31, 2022, the Company has some investing activities, including mining equipment of $1,918,350 and investment on intangible assets, which is digital mining costs, of $66,556.

Cash flows from financing activities

For the three months ended March 31, 2022, the Company’s cash flows used in financing activities was $15,609, being repayment of bank loan, comparing with $20,431 cash flows from financing activities for the three months ended March 31, 2021, which represented the advance from a related party for operating fund.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of March 31, 2022, our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were, due to certain factors, not effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.

Management’s Report on Internal Control over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

●

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As of March 31, 2022, we carried out an assessment of the effectiveness of our internal control over financial reporting based on the framework in in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, 2022. Management has specifically observed that our accounting systems and current staffing resources in our finance department are currently insufficient to support the complexity of our financial reporting requirements. We currently do not have adequate staff members in our accounting and finance department who have experience or specialized training in preparing financial statements in the form and format required by the SEC. We have also experienced difficulty in applying complex accounting and financial reporting disclosure rules as required under various aspects of GAAP and SEC reporting regulations including those relating to accounting for business combinations, intangible assets, derivatives and income taxes.

We have instituted certain procedures to mitigate our internal control risks. Our Chief Executive Officer and Chief Financial Officer review and approve substantially all of our major transactions to ensure the completeness and fair presentation of our consolidated financial statements. We have, when needed, hired outside experts to assist us with implementing complex accounting principles. Management and the Board of Directors believe that the Company must allocate additional human and financial resources to address these matters.

Changes in Internal Control over Financial Reporting.

During the three months ended March 31, 2022, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4B. OTHER INFORMATION

None.

ITEM 4C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not applicable.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

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

On January 13, 2022, the Company entered into the Engagement Agreement with the Joseph Stone Capital, LLC (the “FA”) , pursuant to which for the services provided and to be provided by the FA, on January 28, 2022 the Company issued 1,000,000 shares of the Company’s common stock (the “Upfront Shares”) as upfront fees. The Company also issued warrants to purchase shares of Company’s commons stock (the “FA Warrants”), with the cashless exercise option, in the amount equal to ten percent (10%) of the gross proceeds of the equity offering, exercisable, in whole or in part, at any time within five (5) years from a public offering of the Company at a strike price equal to hundred-twenty percent (120%) of the public offering price of the Company’s common stock, or, if a public offering price is not available, then the market price of the common stock on the date when such offering is commenced.

On March 25, 2022, the Company entered into a private placement subscription agreement (the “Subscription Agreement”), pursuant to which the Company issued 156,250 unregistered shares of its common stock, par value $0.001, to Yingbin Guo (the “Investor”), at a purchase price of $3.20 per share.

ITEM 3. DEFAULT UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5. OTHER INFORMATION.

Our auditor, Centurion ZD CPA & Co., is required to undergo regular inspections by the PCAOB as an auditor of companies that are publicly traded in the United States and a firm registered with the PCAOB. However, because our auditor is based in Hong Kong, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval, our auditor and its audit work are not currently being inspected independently and fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside Hong Kong have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections and may lose confidence in our reported financial information and procedures and the quality of our financial statements.

The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. In accordance with the HFCA Act, trading in securities of any registrant on a national securities exchange or in the over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant’s auditor for three consecutive years beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCA Act”), which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period before our securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB inspection requirement.

On December 2, 2021, SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (the “Commission-Identified Issuers”). A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022.

On December 16, 2021, the PCAOB issued its determinations (the “Determination”) that they are unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong. The Determination includes lists of public accounting firms headquartered in mainland China and Hong Kong that the PCAOB is unable to inspect or investigate completely. Our auditor, Centurion ZD CPA & Co. is headquartered in Hong Kong and is included in the PCAOB Determinations.

In June 2022, the Company was provisionally listed under the HFCA Act for retaining Centurion ZD CPA & Co. for its 2021 year end audit. As of the date of this quarterly report, the Company is currently on the Conclusive List of Issuers Identified under the HFCA Act.

On February 4, 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022 (the “America COMPETES Act”). If the America COMPETES Act is enacted into law, it would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

As a result, we will be required to comply with the submission or disclosure requirements in our annual report filing covering the fiscal year ended December 31, 2022 and our securities may be prohibited from trading on OTCQB or another U.S. stock exchange if our auditor is not inspected by the PCAOB for three consecutive years as specified in the HFCA Act, or two-year if AHFCA Act or America COMPETES Act is enacted into law, and this ultimately could result in our shares of common stock being removed from quotation on the OTCQB. The market price of our shares could be materially adversely affected as a result of anticipated negative impacts of these actions upon, as well as negative investor sentiment towards, companies whose auditors are not inspected fully by the PCAOB, regardless of our actual operating performance.

ITEM 6. EXHIBITS

The following exhibits are filed herewith:

Exhibit
Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance 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)

The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

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

	WAVE SYNC CORP.

July 6, 2022	By:	/s/ Jiang Hui
		Jiang Hui
		Chief Executive Officer

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