ITEM
1. FINANCIAL STATEMENTS
INDEX
TO FINANCIAL STATEMENTS
Contents
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Page(s)
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Report
of Independent Accountant
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F-1
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Condensed
Consolidated Balance Sheets
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F-2
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Condensed
Consolidated Statements of Operations and Comprehensive Loss
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F-3
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Condensed
Consolidated Statements of Cash Flows
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F-4
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Notes
to Condensed Consolidated Financial Statements
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F-5
– F-16
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REPORT
OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
To:
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The Board of Directors and Stockholders of
|
|
Wave
Sync Corp.
|
We
have reviewed the accompanying interim consolidated balance sheets of Wave Sync Corp. (the “Company”) as of September
30, 2016 and December 31, 2015, and the related statements of operations and comprehensive loss and statements of cash flows for
the three and nine month periods ended September 30, 2016 and 2015. These interim consolidated financial statements are the responsibility
of the Company's management.
We
conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review
of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards
of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 10 to the financial statements, the Company had incurred substantial losses in previous years, which raises substantial
doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described
in Note 10. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Based
on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial
statements for them to be in conformity with accounting principles generally accepted in the United States of America.
San Mateo, California
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WWC, P.C.
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November 14, 2016
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Certified Public Accountants
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CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF SEPTEMBER 30, 2016 AND DECEMBER 31, 2015
(Stated
in US Dollars)
|
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At September 30,
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At December 31,
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2016
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2015
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(Audited)
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ASSETS
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Current assets
|
|
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|
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Cash and cash equivalents
|
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$
|
857,719
|
|
|
$
|
141,437
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Accounts receivable, net
|
|
|
5,998
|
|
|
|
6,163
|
|
Other receivables
|
|
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41,541
|
|
|
|
-
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Related party receivables
|
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|
1,500,679
|
|
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1,541,956
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Prepaid expenses
|
|
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7,903
|
|
|
|
7,775
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Prepaid taxes
|
|
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3,143
|
|
|
|
47
|
|
Total Current Assets
|
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2,416,983
|
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1,697,378
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Non-current Assets
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Property, plant and equipment, net
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14,857
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21,037
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Intangible asset, net
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322
|
|
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|
828
|
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Deposits
|
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9,700
|
|
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|
9,700
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Total Non-Current Assets
|
|
|
24,879
|
|
|
|
31,565
|
|
|
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|
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Total Assets
|
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$
|
2,441,862
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|
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$
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1,728,943
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities
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|
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Accounts payable
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$
|
180,380
|
|
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$
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184,863
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Taxes payable
|
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1,236,575
|
|
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1,234,888
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Other payables
|
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1,806,913
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307,365
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Related party payables
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1,121,043
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892,131
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Accrued expenses
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6,500
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|
|
|
35,000
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Capital lease – current portion
|
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17,432
|
|
|
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9,280
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|
Total Current Liabilities
|
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4,368,843
|
|
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2,663,527
|
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Non-current Liabilities
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Capital lease
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2,433
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|
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10,005
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$
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4,371,276
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$
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2,673,532
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Commitment and contingencies
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Stockholders' Equity
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Common stock, $0.001 par value, 100,000,000 shares authorized, 19,920,325 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
|
|
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19,920
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|
|
|
19,920
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Additional paid in capital
|
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|
15,822,988
|
|
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15,822,988
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Accumulated deficit
|
|
|
(17,704,410
|
)
|
|
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(16,734,254
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)
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Accumulated other comprehensive loss
|
|
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(67,912
|
)
|
|
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(53,243
|
)
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Total Stockholders' (Deficit) Equity
|
|
|
(1,929,414
|
)
|
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(944,589
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)
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|
|
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Total Liabilities and Stockholders' Equity
|
|
$
|
2,441,862
|
|
|
$
|
1,728,943
|
|
The
accompanying notes are an integral part of these financial statements
WAVE
SYNC CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
(Stated
in US Dollars)
(Unaudited)
|
|
For the nine months ended
September 30,
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For the three months ended
September 30,
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2016
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2015
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2016
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2015
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Revenue
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$
|
-
|
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$
|
160,746
|
|
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$
|
-
|
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$
|
-
|
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Cost of revenues
|
|
|
-
|
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|
579
|
|
|
|
-
|
|
|
|
-
|
|
Gross profit
|
|
$
|
-
|
|
|
$
|
160,167
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
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Operating expenses
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|
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General and administrative expenses
|
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|
985,281
|
|
|
|
978,867
|
|
|
|
451,358
|
|
|
|
260,405
|
|
|
|
|
985,281
|
|
|
|
978,867
|
|
|
|
451,358
|
|
|
|
260,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating income
|
|
$
|
(985,281
|
)
|
|
$
|
(818,700
|
)
|
|
$
|
(451,358
|
)
|
|
$
|
(260,405
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other income (expenses)
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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Interest income
|
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|
2,346
|
|
|
|
121
|
|
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2,135
|
|
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|
95
|
|
Interest expense
|
|
|
(1,113
|
)
|
|
|
(1,719
|
)
|
|
|
(367
|
)
|
|
|
(1,719
|
)
|
Other income
|
|
|
16,500
|
|
|
|
941
|
|
|
|
9,000
|
|
|
|
941
|
|
Other expense
|
|
|
(2,608
|
)
|
|
|
-
|
|
|
|
(2,608
|
)
|
|
|
-
|
|
Total other income/(expenses)
|
|
|
15,125
|
|
|
|
(657
|
)
|
|
|
8,160
|
|
|
|
(683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Loss before income taxes
|
|
|
(970,156
|
)
|
|
|
(819,357
|
)
|
|
|
(443,198
|
)
|
|
|
(261,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(970,156
|
)
|
|
$
|
(819,357
|
)
|
|
$
|
(443,198
|
)
|
|
$
|
(261,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(14,669
|
)
|
|
|
44,502
|
|
|
|
(2,271
|
)
|
|
|
35,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(984,825
|
)
|
|
$
|
(774,855
|
)
|
|
$
|
(445,469
|
)
|
|
$
|
(225,163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
Diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
Diluted
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
The
accompanying notes are an integral part of these financial statements
WAVE
SYNC CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
(Stated
in US Dollars)
(Unaudited)
|
|
For the nine months ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net loss
|
|
$
|
(970,156
|
)
|
|
$
|
(819,357
|
)
|
Depreciation and amortization
|
|
|
7,747
|
|
|
|
7,187
|
|
Adjustments to reconcile net loss to net cash provided by operating activities and changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase)/decrease in accounts receivable
|
|
|
165
|
|
|
|
-
|
|
(Increase)/decrease in other receivable
|
|
|
(41,541
|
)
|
|
|
1,982
|
|
(Increase)/decrease in related party receivable
|
|
|
41,277
|
|
|
|
56,491
|
|
(Increase)/decrease in prepaid expenses
|
|
|
(3,225
|
)
|
|
|
(18,298
|
)
|
Increase/(decrease) in accounts payable
|
|
|
(4,483
|
)
|
|
|
(81,986
|
)
|
Increase/(decrease) in accrued liabilities
|
|
|
(27,919
|
)
|
|
|
(223,984
|
)
|
Increase/(decrease) in other payable
|
|
|
1,499,548
|
|
|
|
(140,291
|
)
|
Increase/(decrease) in related party advances
|
|
|
228,912
|
|
|
|
311,962
|
|
Increase/(decrease) in taxes payable
|
|
|
1,687
|
|
|
|
504,296
|
|
Net cash (used in)/provided by operating activities
|
|
|
732,012
|
|
|
|
(401,998
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase of equipment
|
|
|
(1,798
|
)
|
|
|
-
|
|
Purchase intangible asset
|
|
|
-
|
|
|
|
(1,158
|
)
|
Increase in deposits
|
|
|
-
|
|
|
|
(4,700
|
)
|
Net cash generated from investing activities
|
|
|
(1,798
|
)
|
|
|
(5,858
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Issuance of stock for cash
|
|
|
-
|
|
|
|
500,000
|
|
Net cash generated from financing activities
|
|
|
-
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
730,214
|
|
|
|
92,144
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency translation on cash and cash equivalents
|
|
|
(13,932
|
)
|
|
|
(44,311
|
)
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning balance
|
|
|
141,437
|
|
|
|
71,405
|
|
Cash and cash equivalents, ending balance
|
|
$
|
857,719
|
|
|
$
|
119,236
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
|
|
|
Interest received
|
|
$
|
2,346
|
|
|
$
|
121
|
|
Interest paid
|
|
$
|
1,113
|
|
|
$
|
1,719
|
|
Income tax paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial statements
|
1.
|
THE
COMPANY AND PRINCIPAL BUSINESS 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 (“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 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. (“WFOE”), 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.
Zhangzhou Fuhua Biomass Energy Technology Co., Ltd. (“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 Ding Neng 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 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.
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’s
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 amended 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. (“WFOE”), 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 WFOE 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 WFOE and GZYZ, which entitles WFOE to receive substantially all of the economic benefits
of GZYZ in consideration for services provided by WFOE to GZYZ, (2) a Call Option Agreement with the shareholders of GZYZ, Yang
Wenbin and Li Ping, allowing the WFOE to acquire all the shares of GZYZ as permitted by PRC laws, (3) a Voting Rights Proxy Agreement
that provides WFOE with the all voting rights of the GZYZ’s shareholders, and (4) an Equity Pledge Agreement that pledges
the shares in GZYZ to WFOE.
SQEC
was incorporated on November 11, 2013. The Company 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; the Company 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 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 Guangzhou
Yuzhi Information Technology Co. Ltd. for a consideration of approximately $1,629,062 (RMB 10,000,000).
On
March 16, 2015, the GZRS was incorporated as a wholly-owned subsidiary of SQEC. GZRS has an authorized capital of RMB 1,000,000.
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 has controlled EGOOS BVI and its intermediary holding
companies, operating subsidiaries, and variable interest entities: EGOOS HK, WFOE, GZYZ, SQEC, and GZRS from the first period
presented. The transactions detailed above have been accounted for as reverse takeover transactions and a recapitalization of
the Company, including the conversion of the convertible promissory note; accordingly, the Company (the legal acquirer) is considered
the accounting acquiree and EGOOS BVI (the legal acquiree) is considered the accounting acquirer. No goodwill has been recorded.
As a result of this transaction, the Company is deemed to be a continuation of the business of EGOOS BVI and SQEC.
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
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.
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America (“US 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 September 30, 2016, the detailed identities of the consolidating subsidiaries are as follows:
|
Name of Company
|
|
Place of incorporation
|
|
Attributable equity interest %
|
|
|
Registered 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. (“WFOE”)
|
|
P.R.C. (WFOE)
|
|
|
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
|
|
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.
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.
|
F.
|
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.
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 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.
|
I.
|
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
|
|
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.
|
J.
|
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 2016.
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.
|
L.
|
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 three and nine month periods ended September 30, 2016 and 2015, no stock-based compensation has been recognized.
|
M.
|
Foreign
currency translation
|
The
accompanying financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi
(RMB) and Hong Kong dollar (HKD). The financial statements are translated into United States dollars 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.
|
Exchange Rates
|
|
9/30/2016
|
|
|
12/31/2015
|
|
|
9/30/2015
|
|
|
Year-end RMB : US$ exchange rate
|
|
|
6.6694
|
|
|
|
6.4907
|
|
|
|
6.3538
|
|
|
Average annual RMB : US$ exchange rate
|
|
|
6.5792
|
|
|
|
6.2175
|
|
|
|
6.1606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-end HKD : US$ exchange rate
|
|
|
7.7547
|
|
|
|
7.7504
|
|
|
|
7.7499
|
|
|
Average annual HKD : US$ exchange rate
|
|
|
7.7632
|
|
|
|
7.7521
|
|
|
|
7.7527
|
|
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.
In
accordance to FASB ASC 605-10, The Company recognizes revenue net of value added tax (VAT) when persuasive evidence of an arrangement
exists, delivery of the goods has occurred, customer acceptance has been obtained, which means the significant risks and ownership
have been transferred to the customer, the price is fixed or determinable and collectability is reasonably assured. No return
allowance is made as products returns are insignificant based on historical experience. Costs of distributing products to the
Company’s customers are included in selling expenses.
Cost
of goods sold consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing
labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution
costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs.
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.
Comprehensive
income 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.
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.
|
S.
|
Recent
accounting pronouncements
|
On
January 5, 2016, the FASB issued ASU No. 2016-01 "Financial Instruments—Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities", which amends the guidance in U.S. GAAP on the classification
and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity's
accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain
fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated
with the fair value of financial instruments. The new standard is effective for fiscal years and interim periods within those
fiscal years beginning after December 15, 2017.
On
February 25, 2016, the FASB issued ASU No. 2016-02 "Leases (Topic 842)", its new standard on accounting for leases.
ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying
principles of the new lessor model with those in ASC 606, the FASB's new revenue recognition standard (e.g., those related to
evaluating when profit can be recognized).
Furthermore,
the ASU addresses other concerns related to the current leases model. For example, the ASU eliminates the requirement in current
U.S. GAAP for an entity to use bright-line tests in determining lease classification. The standard also requires lessors to increase
the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. The new model
represents a wholesale change to lease accounting. As a result, entities will face significant implementation challenges during
the transition period and beyond, such as those related to:
|
●
|
Applying
judgment and estimating.
|
|
●
|
Managing
the complexities of data collection, storage, and maintenance.
|
|
●
|
Enhancing
information technology systems to ensure their ability to perform the calculations necessary for compliance with reporting
requirements.
|
|
●
|
Refining
internal controls and other business processes related to leases.
|
|
●
|
Determining
whether debt covenants are likely to be affected and, if so, working with lenders to avoid violations.
|
|
●
|
Addressing
any income tax implications.
|
The
new guidance will be effective for public business entities for annual periods beginning after December 15, 2018 (e.g., calendar
periods beginning on January 1, 2019), and interim periods therein.
On
March 15, 2016, the FASB issued ASU No. 2016-07 "Investments—Equity Method and Joint Ventures (Topic 323): Simplifying
the Transition to the Equity Method of Accounting", which simplifies the equity method of accounting by eliminating the requirement
to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an
increase in the level of ownership interest or degree of influence. Consequently, when an investment qualifies for the equity
method (as a result of an increase in the level of ownership interest or degree of influence), the cost of acquiring the additional
interest in the investee would be added to the current basis of the investor's previously held interest and the equity method
would be applied subsequently from the date on which the investor obtains the ability to exercise significant influence over the
investee. The ASU further requires that unrealized holding gains or losses in accumulated other comprehensive income related to
an available-for-sale security that becomes eligible for the equity method be recognized in earnings as of the date on which the
investment qualifies for the equity method.
The
guidance in the ASU is effective for all entities for fiscal years beginning after December 15, 2016, including interim periods
within those fiscal years; early adoption is permitted for all entities. Entities are required to apply the guidance prospectively
to increases in the level of ownership interest or degree of influence occurring after the ASU's effective date. Additional transition
disclosures are not required upon adoption.
On
March 17, 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent
Considerations (Reporting Revenue Gross versus Net)", which amends the principal-versus-agent implementation guidance and
illustrations in the Board's new revenue standard (ASU 2014-09). The FASB issued the ASU in response to concerns identified by
stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard's principal-versus-agent
guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard's
control principle. Among other things, the ASU clarifies that an entity should evaluate whether it is the principal or the agent
for each specified good or service promised in a contract with a customer. As defined in the ASU, a specified good or service
is "a distinct good or service (or a distinct bundle of goods or services) to be provided to the customer." Therefore,
for contracts involving more than one specified good or service, the entity may be the principal for one or more specified goods
or services and the agent for others.
The
ASU has the same effective date as the new revenue standard (as amended by the one-year deferral and the early adoption provisions
in ASU 2015-14). In addition, entities are required to adopt the ASU by using the same transition method they used to adopt the
new revenue standard.
On
March 30, 2016, the FASB issued ASU No. 2016-09 "Compensation—Stock Compensation (Topic 718): Improvements to Employee
Share-Based Payment Accounting", which simplifies several aspects of the accounting for employee share-based payment transactions
for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding
requirements, as well as classification in the statement of cash flows. The ASU is effective for annual reporting periods beginning
after December 15, 2016, including interim periods within those annual reporting periods.
On
August 26, 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)". Stakeholders indicated that
there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of
cash flows under Topic 230, Statement of Cash Flows, and other Topics. This Update addresses eight specific cash flow issues with
the objective of reducing the existing diversity in practice. The amendments in this Update are effective for public business
entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is
permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments
should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption
must adopt all of the amendments in the same period. As a result, the Company has elected to early adopt this Update prospectively
as of September 30, 2016 and prior periods have not been retrospectively adjusted.
As
of September 30, 2016, except for the above, there are no recently issued accounting standards not yet adopted that would have
a material effect on the Company’s financial statements.
|
T.
|
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.
The
following tables present the Company’s financial assets and liabilities at fair value in accordance to ASC 820-10
|
As of September 30, 2016:
|
|
Quoted in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
857,719
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
857,719
|
|
|
Total financial assets
|
|
$
|
857,719
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
857,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease
|
|
$
|
19,865
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
19,865
|
|
|
Total financial assets
|
|
$
|
19,865
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
19,865
|
|
|
As of December 31, 2015:
|
|
Quoted in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
141,437
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
141,437
|
|
|
Total financial assets
|
|
$
|
141,437
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
141,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease
|
|
$
|
19,285
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
19,285
|
|
|
Total financial assets
|
|
$
|
19,285
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
19,285
|
|
|
3.
|
RELATED
PARTY RECEIVABLES AND PAYABLES
|
Related
party receivable consisted of the following:
|
|
|
9/30/2016
|
|
|
12/31/2015
|
|
|
Xiang, Zuyue, director of SQEC
|
|
$
|
1,500,679
|
|
|
$
|
1,541,956
|
|
|
|
|
|
1,500,679
|
|
|
|
1,541,956
|
|
The
amounts are unsecured, interest-free and due on demand.
Related
party payable consisted of the following:
|
|
|
9/30/2016
|
|
|
12/31/2015
|
|
|
Beijing Xinyu Shangfang Technology Co., Ltd.
|
|
$
|
155,659
|
|
|
$
|
470,532
|
|
|
Lim, Jehn Ming, shareholder of EGOOS BVI
|
|
|
1,289
|
|
|
|
1,289
|
|
|
Xiang, Zuyue, director of SQEC
|
|
|
-
|
|
|
|
7,102
|
|
|
Wang, Yue, director of EGOOS HK
|
|
|
163,117
|
|
|
|
163,208
|
|
|
Wang, Zaixian, director of Wave Sync Corp.*
|
|
|
800,000
|
|
|
|
250,000
|
|
|
Wang, Zhenyu, employee of Wave Sync Corp.
|
|
|
500
|
|
|
|
-
|
|
|
Li, Ping, director of WFOE
|
|
|
478
|
|
|
|
-
|
|
|
|
|
$
|
1,121,043
|
|
|
$
|
892,131
|
|
The
amounts are unsecured, interest-free and due on demand.
*
The Company obtained Schuldschein loans from its director which are due between six months and one year.
|
4.
|
PROPERTY,
PLANT AND EQUIPMENT
|
Property,
plant, and equipment consisted of the following as of September 30, 2016 and December 31, 2015:
|
|
|
9/30/2016
|
|
|
12/31/2015
|
|
|
At Cost:
|
|
|
|
|
|
|
|
Office equipment
|
|
|
18,888
|
|
|
|
19,408
|
|
|
Office furniture
|
|
|
12,721
|
|
|
|
11,104
|
|
|
|
|
$
|
31,609
|
|
|
$
|
30,512
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Accumulated depreciation
|
|
|
(16,752
|
)
|
|
|
(9,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,857
|
|
|
$
|
21,037
|
|
Depreciation
expense for the period ended September 30, 2016 and 2015 was $7,747 and $7,187, respectively.
Accrued
expenses consisted of the followings as of September 30, 2016 and December 31, 2015:
|
|
|
9/30/2016
|
|
|
12/31/2015
|
|
|
Audit fee
|
|
|
6,500
|
|
|
|
35,000
|
|
|
|
|
$
|
6,500
|
|
|
$
|
35,000
|
|
Taxes payable consisted of
the followings as of September 30, 2016 and December 31, 2015:
|
|
|
9/30/2016
|
|
|
12/31/2015
|
|
|
Franchise tax
|
|
$
|
1,224,000
|
|
|
$
|
1,224,000
|
|
|
Payroll tax
|
|
|
8,633
|
|
|
|
8,633
|
|
|
Individual income tax
|
|
|
3,942
|
|
|
|
2,255
|
|
|
|
|
$
|
1,236,575
|
|
|
$
|
1,234,888
|
|
As
of September 30, 2016 and December 31, 2015, the Company has 100,000,000 shares of common stock authorized, 19,920,325 shares
issued and outstanding at par value of $0.001 per share.
The
Company was incorporated in the United States of America (“USA”). The Company does not generate any net income from
its operations for the nine months ended September 30, 2016 and 2015.
The
provision for income taxes consists of the following:
|
|
|
|
For the nine months ended September 30,
|
|
|
|
For the three months ended September 30,
|
|
|
Current:
|
|
|
2016
|
|
|
|
2015
|
|
|
|
2016
|
|
|
|
2015
|
|
|
USA
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
The
reconciliation of USA statutory income tax rate to the Company’s effective income tax rate is as follows:
|
|
|
|
For the nine months ended September 30,
|
|
|
|
For the three months ended September 30,
|
|
|
|
|
|
2016
|
|
|
|
2015
|
|
|
|
2016
|
|
|
|
2015
|
|
|
Income tax at USA statutory rate of 34%
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Others
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Uncertain
Tax Positions
Interest
associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative
expenses in the statements of operations. For the three and nine month periods ended September 30, 2016 and 2015, the
Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not
subject to examination by major tax jurisdictions.
Deferred
Income Tax Benefits
Deferred
income tax benefits arise from temporary differences between the tax basis of assets and liabilities and their reported amounts
in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating the Company’s
ability to recover the deferred tax assets, the management considers all available positive and negative evidence, including scheduled
reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.
In projecting future taxable income, the Company begins with historical results adjusted for the results of discontinued operations
and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items
that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are
consistent with the plans and estimates that the Company is using to manage the underlying businesses. As of September 30, 2016,
management was uncertain as to whether or not the Company would be able to utilize the potential deferred tax assets arising from
net operating losses` since the Company is not currently generating any revenue; accordingly, the Company has not recognized a
deferred tax assets.
Basic
loss per common share from operations attributable to the Company is based on the weighted-average common shares outstanding during
the relevant period. Diluted loss per common share from continuing operations attributable to the Company is based on the weighted-average
common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards. The Company did not
have significant share-based awards outstanding that were antidilutive and not included in the calculation of diluted loss per
common share from operations attributable to the Company for the three and nine month periods ended September 30, 2016 and 2015.
The
following table sets forth the computation of basic and diluted earnings per share of common stock:
|
|
|
For the nine months ended September 30,
|
|
|
For the three months ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss used in computing basic earnings per share
|
|
$
|
(970,156
|
)
|
|
$
|
(819,357
|
)
|
|
$
|
(443,198
|
)
|
|
$
|
(261,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
|
|
19,920,325
|
|
|
Basic loss per share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss used in computing diluted loss per share
|
|
$
|
(970,156
|
)
|
|
$
|
(819,357
|
)
|
|
$
|
(443,198
|
)
|
|
$
|
(261,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
Dilutive
securities having an anti-dilutive effect on diluted (loss) earnings per share are excluded from the calculation.
|
10.
|
GOING
CONCERN UNCERTAINTIES
|
These
financial statements have been prepared assuming that Company will continue as a going concern, which contemplates the realization
of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
As
of September 30, 2016, the Company had accumulated deficits of $17,704,410 and working capital deficit of current liabilities
exceeding current assets by $1,951,860 due to the substantial losses in operation in previous periods. Management’s plan
to support the Company in operations and to maintain its business strategy is to raise funds through public and private offerings
and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the
money we need from public or private offerings, we will have to find alternative sources, such as loans or advances from our officers,
directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that
any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company
is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or
cause substantial dilution for our stockholders, in the case of equity financing. If we require additional cash and cannot raise
it, we will either have to suspend operations or cease business entirely.
The
accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or
the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
|
(a.)
|
On
January 15, 2015, the Company entered into a lease agreement for an office space in New
York. The monthly rental expense is approximately $2,939. The contract was extended during
the year and expires on November 30, 2016. The Company made a rental deposit of $4,700.
|
|
(b.)
|
On
November 18, 2015, the Company entered into a lease agreement for an additional office
space in New York. The monthly rental expense is approximately $2,500. The contract was
extended during the year and expires on October 31, 2016. The Company made a rental deposit
of $5,000.
|
|
(c.)
|
On
June 2, 2016, the Company entered into a lease agreement for office space in Guangzhou
city, Guangdong Province, P.R.C. commencing on June 1, 2016 for a three-year lease term.
The monthly rental expense is approximately $2,936 (RMB 19,579).
|
|
(d.)
|
On
September 1, 2016, Mr. Zuyue Xiang entered into a lease agreement on behalf of the Company
for office space in Guangdong Province, P.R.C. commencing on September 1, 2016 for a
three-year lease term. The monthly rental expense is approximately $957 (RMB 6,384).
|
As
of September 30, 2016, the outstanding lease commitments are:
|
Year 1
|
|
$
|
55,093
|
|
|
Year 2
|
|
|
46,715
|
|
|
Year 3
|
|
|
34,972
|
|
|
|
|
$
|
136,780
|
|
As
of December 31, 2015, the outstanding lease commitments are:
|
Year 1
|
|
$
|
98,010
|
|
|
Year 2
|
|
|
13,560
|
|
|
|
|
$
|
111,570
|
|
The
Company leases certain computer equipment and furnishing under lease classified as capital lease.
On
December 31, 2014, the Company entered into a capital lease agreement in the amount of RMB 181,050, which was approximately $
28,494, with a related party leasing the following: eighteen computers, two mobile phones, one printer, and office furniture with
an interest rate of 7.8% for a period of 36 months with an expiration date of December 31, 2017 where the title of the leased
assets will be transferred to the Company at date of expiration of the lease.
The
following is a schedule showing the future minimum lease payments under capital leases together with the present value of the
net minimum lease payments as of September 30, 2016:
|
Year 1
|
|
$
|
17,432
|
|
|
Year 2
|
|
|
2,433
|
|
|
Total minimum lease payments
|
|
|
19,865
|
|
|
Less: Amount representing interest
|
|
|
(1,098
|
)
|
|
Present value of net minimum lease payments
|
|
$
|
18,767
|
|
Reflected in the balance sheet as
current and noncurrent obligations under capital leases of $17,432 and $2,433, respectively.
As of September 30, 2016, the present value of minimum lease payments due within one year is $18,767.
|
13.
|
CONCENTRATION
OF RISKS
|
|
A.
|
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 nine month period
ended September 30, 2016, three vendors accounted for 30%, 8%, and 62% of accounts payable, respectively. For the nine month period
ended September 30, 2015, three vendors accounted for 30%, 10%, and 60% of accounts payable, respectively.