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    WAYS   US94353G2093

WAVE SYNC CORP.

(WAYS)
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WAVE SYNC : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

09/24/2021 | 03:42pm EDT
The following discussion and analysis of our results of operations and financial
condition since the Company's inception should be read in conjunction with our
financial statements and the notes to those financial statements that are
included elsewhere in this Prospectus. All statements, other than statements of
historical facts, included in this report are forward-looking statements. When
used in this report, the words "may," "will," "should," "would," "anticipate,"
"estimate," "possible," "expect," "plan," "project," "continuing," "ongoing,"
"could," "believe," "predict," "potential," "intend," and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, but are
not limited to, availability of additional equity or debt financing, changes in
sales or industry trends, competition, retention of senior management and other
key personnel, availability of materials or components, ability to make
continued product innovations, casualty or work stoppages at our facilities,
adverse results of lawsuits against us and currency exchange rates.
Forward-looking statements are based on assumptions and assessments made by our
management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they
believe to be appropriate. Readers of this report are cautioned not to place
undue reliance on these forward-looking statements, as there can be no assurance
that these forward-looking statements will prove to be accurate and speak only
as of the date hereof. Management undertakes no obligation to publicly release
any revisions to these forward-looking statements that may reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. This cautionary statement is applicable to all
forward-looking statements contained in this report.



                                       3





Critical Accounting Policies



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 financial statements of all
the subsidiaries and VIEs of the Company. All transactions and balances between
the Company and its subsidiaries and VIEs have been eliminated upon
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 December 31, 2019 and 2018, the detailed identities of the consolidating
subsidiaries are as follows:



                                                        Place of         Attributable         Registered
Name of Company                                       incorporation    equity interest %        capital
EGOOS Mobile Technology Company Limited ("EGOOS
BVI")                                                      BVI                        100 %   $         1
EGOOS Mobile Technology Company Limited ("EGOOS
HK")                                                    Hong Kong          

100 % 1,290 Move the Purchase Consulting Management (Shenzhen) Co., Ltd. ("WOFE")

                                        P.R.C                       100 %             -
Guangzhou Yuzhi Information Technology Co., Ltd.
("GZYZ")                                                  P.R.C                       100 %       150,527
Shenzhen Qianhai Exce-card Technology Co., Ltd.
("SQEC")                                                  P.R.C                       100 %       150,527
Guangzhou Rongsheng Information Technology Co.,
Ltd. ("GZRS")                                             P.R.C                       100 %     1,505,267




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.



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.



                                       4




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



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.



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.



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.



Property, plant and equipment

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 of 10%. Estimated useful lives of the plant and equipment are as follows:



Computer equipment     3 years
Office furniture       5 years
Motor vehicle          5 years




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.



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 2020 and 2019.



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.



                                       5





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.


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.

For the years ended December 31, 2019 and 2018, $0 and $1,113,217 stock-based compensation was recognized.




Foreign currency translation



The accompanying financial statements are presented in United States dollars
(USD). The functional currency of the Company is the USD and Renminbi (RMB). The
financial statements are translated into USD from RMB at year-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.



                                                 December 31,       December 31,
Exchange rates                                       2019               2018
Year-end/period-end RMB : US$ exchange rate             6.9762            

6.8764

Average annual/period RMB : US$ exchange rate           6.8944            
6.6146




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.



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 its
customers pursuant to which the Company identifies the contract and determines
the transactions price with its customers, 2.) the contract has set forth a
fixed fee for the services to be rendered under which the Company has determined
the transaction's 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 under the
terms of the contract that the Company has not fulfilled such 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.



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.



                                       6




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.



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.



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.



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.



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



                                       7




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



As of December 31, 2019:



                                            Quoted in
                                              Active
                                           Markets for         Significant          Significant
                                            Identical        Other Observable      Unobservable
                                              Assets              Inputs              Inputs
                                            (Level 1)           (Level 2)            (Level 3)         Total
Financial assets:
Cash                                       $         16     $                -     $           -     $       16
Total financial assets                     $         16     $                -     $           -     $       16




As of December 31, 2018:



                                            Quoted in
                                              Active
                                           Markets for         Significant          Significant
                                            Identical        Other Observable      Unobservable
                                              Assets              Inputs              Inputs
                                            (Level 1)           (Level 2)            (Level 3)         Total
Financial assets:
Cash                                       $        504     $                -     $           -     $      504
Total financial assets                     $        504     $                -     $           -     $      504




Results of Operations


Years Ended December 31, 2019 and 2018

For the year ended December 31, 2019, we did not have any active business operations.



Revenue


For the years ended December 31, 2019 and 2018, our revenues were $0 and $85,573, respectively, reflecting a decrease of $85,573 or 100%. Such significant revenue decline was due to the suspension of all or substantially all of our business operations in 2019.



Expenses


General and administrative and financial expenses were related to corporate
overhead, financial and administrative contracted services, such as legal and
accounting fees. General and administrative expenses and financial expenses for
the year ended December 31, 2019 were $33,276 as compared to that of $1,671,264
for the comparable period ended December 31, 2018, which represented a decrease
of $1,637,988 or approximately 98%. Such decrease was primarily attributed to
the suspension of our operations in 2019.



Liquidity and Capital Resources




Our primary liquidity and capital resource needs are to finance our operations,
to make capital expenditures and to service our debts. We continue to be
dependent on our ability to generate positive cash flows and obtain additional
financing to fund our operations.



Working Capital Summary



                          As of              As of
                       December 31,      December 31,
                           2019              2018
Current assets        $           16     $       7,203
Current liabilities   $       32,406     $   1,414,965
Working capital       $      (32,390 )   $  (1,407,762 )




                                       8





Cash Flows



                                               Years ended
                                              December 31,
                                           2019         2018

Cash flows used in operating activities $ (286 ) $ (283,480 ) Cash flows from investing activities $ - $ - Cash flows from financing activities $ - $ 308,860

Cash flows from operating activities

The cash used in operating activities for the year ended December 31, 2019 was
$286 compared to $283,480 for the year ended December 31, 2018. The major
components of the cash used in operating activities for the period ended
December 31, 2019 were net loss in the amount of $33,276, offset by non-cash
item $584 in depreciation, increase from accrued expenses in the amount of
$32,006 and tax payable in the amount of $400. The major components of the cash
used in operating activities for the period ended December 31, 2018 were net
loss in the amount of $5,607,041, offset by non-cash item $1,113,217 in stock
compensation and $2,952,177 in impairment loss on intangible assets and $59,541
in fixed assets, decrease from advance to suppliers in the amount of $36,174 and
accounts payable in the amount of $162,602 offset by decrease from other
payables $14,225. Other items were insignificant.



Cash flows from investing activities

During the year ended December 31, 2019 and 2018, the Company had no investing activities.

Cash flows from financing activities

The cash provided from financing activities for the year ended December 31, 2019
was $0 compared to $308,860 for the year ended December 31, 2018. The cash
provided from financing activities for the year ended December 31, 2018 derived
from proceeds from related party transactions.



Off-Balance Sheet Arrangements

As of December 31, 2019, we did not have any off-balance sheet arrangements that
had or were reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources
that
is material to investors.


Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit
Losses (Topic 326), Measurement of Credit Losses on Financial Instruments",
which will be effective for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years. The guidance replaces the
incurred loss impairment methodology with an expected credit loss model for
which a company recognizes an allowance based on the estimate of expected credit
loss. The standard did not have a material impact on our consolidated financial
statements.



In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other
(Topic 350): simplifying the test for goodwill impairment", the guidance removes
Step 2 of the goodwill impairment test, which requires a hypothetical purchase
price allocation. Goodwill impairment will now be the amount by which a
reporting unit's carrying value exceeds its fair value, not the difference
between the fair value and carrying amount of goodwill which was the step 2 test
before. The ASU should be adopted on a prospective basis for the annual or any
interim goodwill impairment tests beginning after December 15, 2019. Early
adoption is permitted for interim or annual goodwill impairment tests performed
on testing dates after January 1, 2017. The standard did not have a material
impact on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-13, "Changes to the Disclosure
Requirements for Fair Value Measurement." This standard eliminates the current
requirement to disclose the amount or reason for transfers between level 1 and
level 2 of the fair value hierarchy and the requirement to disclose the
valuation methodology for level 3 fair value measurements. The standard includes
additional disclosure requirements for level 3 fair value measurements,
including the requirement to disclose the changes in unrealized gains and losses
in other comprehensive income during the period and permits the disclosure of
other relevant quantitative information for certain unobservable inputs. The new
guidance is effective for interim and annual periods beginning after December
15, 2019. The standard did not have a material impact on our consolidated
financial statements.



                                       9





In August 2018, the FASB issued ASU 2018-15, "Internal-Use Software - Customer's
Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement."
This ASU aligns the requirements for capitalizing implementation costs incurred
in a hosting arrangement service contract with the guidance to capitalize
implementation costs of internal use software. The ASU also requires that the
costs for implementation activities during the application development phase be
capitalized in a hosting arrangement service contract, and costs during the
preliminary and post implementation phase are expensed. The new guidance is
effective for interim and annual periods beginning after December 15, 2019. The
standard did not have a material impact on our consolidated financial
statements.



In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810):
Targeted Improvements to Related Party Guidance for Variable Interest Entities,
("ASU 2018-17"). ASU 2018-17 requires reporting entities to consider indirect
interests held through related parties under common control on a proportional
basis rather than as the equivalent of a direct interest in its entirety for
determining whether a decision-making fee is a variable interest. The standard
is effective for all entities for financial statements issued for fiscal years
beginning after December 15, 2019, and interim periods within those fiscal
years. Early adoption is permitted. Entities are required to apply the
amendments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to
retained earnings at the beginning of the earliest period presented. The
standard did not have a material impact on our consolidated financial statements



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.



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.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 - - -
Net income 2020 -0,04 M - -
Net cash 2020 0,00 M - -
P/E ratio 2020 -1,39x
Yield 2020 -
Capitalization 59,3 M 59,3 M -
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees 4
Free-Float 9,14%
Chart WAVE SYNC CORP.
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Income Statement Evolution
Managers and Directors
Jiang Hui Chief Executive Officer & Director
Hon Man Yun Chief Financial Officer & Director
Hong Chen Independent Director
Ming Yi Independent Director
Xiao Yue Zhang Independent Director
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