UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Amendment
No. 1
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal
year ended December 31, 2014
or
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition
period from _____________________ to ___________________________
Commission
file number 0-20532
WAVE SYNC CORP.
(Exact name
of registrant as specified in its charter)
Delaware |
|
74-2559866 |
(State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
40 Wall street, 28th Floor, New York |
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10005 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s
telephone number, including area code: 1-646-512-5855
Securities registered under Section 12(b)
of the Exchange Act:
None
Securities registered under Section 12(g)
of the Exchange Act:
Common Stock, 0.001 per share
(Title of
Class)
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Note - Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
under those Sections.
Indicate by check mark whether
the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark if
disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendments to this From 10-K. ☐
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
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Non-accelerated filer ☐ |
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Smaller reporting company ☒ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter was $1.83 million as of June 30, 2014.
As of October 28, 2015,
the registrant had 98,405,005 shares of common stock outstanding.
EXPLANATORY NOTE
As used in this
annual report, the terms “we,” “us,” “our,” and words of like import, and the “Company”
refers to Wave Sync Corp. (formerly known as China Bio-Energy Corp.) and its subsidiaries unless the context indicates otherwise.
The sole purpose
of this Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended December 31, 2014 filed with the Securities
and Exchange Commission on August 31, 2015 (the “Original 10-K”), is to amend Part II Item 9 “Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure”.
In accordance
with applicable SEC rules, this Amendment includes new certifications required under the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), dated as of the filing date of this Amendment.
Except for the
item amended in this Amendment described above, we have not updated items in this Amendment to reflect events occurring after
the Original 10-K date. Accordingly, this Amendment should be read in conjunction with the Company’s Original 10-K and the
Company’s subsequent filings with the SEC.
PART I
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On
June 20, 2011, the Board approved the dismissal of Malone Bailey, LLP (“Malone Bailey”) as the Company’s independent
registered public accounting firm, effective as of June 21, 2011 (the “Dismissal Date”).
During
the Company’s fiscal years ended December 31, 2009 and December 31, 2008, Malone Bailey’s audit reports on the Company’s
financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During
the Company’s fiscal years ended December 31, 2009 and December 31, 2008 and the subsequent period through the Dismissal
Date: (i) there were no disagreements between the Company and Malone Bailey on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures which, if not resolved to Malone Bailey’s satisfaction, would
have caused Malone Bailey to make reference in connection with Malone Bailey’s opinion to the subject matter of the disagreement;
and (ii) there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-K disclosing that, except
as reported on the Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2011, Malone Bailey notified the
Company on March 30, 2011 that during Malone Bailey’s revenue and account receivables confirmation process, Malone Bailey
discovered that Fujian Union Oil & Chemistry Ltd., allegedly one of the Company’s customers during the fiscal years
of 2008, 2009 and 2010, did not conduct transactions with the Company as recorded in the Company’s books. The Company formed
an independent committee and conducted a thorough investigation with respect to this matter. Based on such investigation, the
committee concluded that the aforementioned transactions were entered into by the Company and a PRC resident who wrongfully presented
himself as one of Union Oil’s authorized representatives and the Company recorded the related revenues as received from
Union Oil based on those transactions.
Concurrently
with the decision to dismiss Malone Bailey as the Company’s independent auditor, the Board appointed WWC, P.C., formerly
known as Samuel H. Wong & Co., LLP, (“WWC”) as the Company’s independent registered public accounting firm
as of June 22, 2011 (the “Engagement Date”).
During
the years ended December 31, 2010 and December 31, 2009 and through the Engagement Date, neither the Company nor anyone acting
on its behalf consulted WWC with respect to (i) the application of accounting principles to a specified transaction, either completed
or proposed, nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report was provided to the Company or oral advice was provided that WWC concluded was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of
a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
PART IV
ITEM 15. EXHIBITS
Exhibit No. |
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Description |
2.1 |
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Share Exchange Agreement, dated November 12, 2010, by and among the Registrant, Ding Neng Holdings and Shareholders of Ding Neng Holdings (1) |
2.2 |
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Amendment to the Share Exchange Agreement, by and among the Registrant, Ding Neng Holdings and Shareholders of Ding Neng Holdings (2) |
3.1 |
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Certification of Incorporation of the Registrant (3) |
3.2 |
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Certificate of Amendment to the Company’s Certificate of Incorporation, dated February 26, 2008 (4) |
3.3 |
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Certificate of Amendment to the Company's Certificate of Incorporation, dated January 31, 2011 (5) |
3.4 |
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Amended and Restated Bylaws of the Registrant (4) |
10.1 |
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Consulting Services Agreement, dated January 20,2011, between Ding Neng Bio-tech and the WFOE (5) |
10.2 |
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Operating Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5) |
10.3 |
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Voting Rights Proxy Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5) |
10.4 |
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Equity Pledge Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5) |
10.5 |
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Option Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5) |
10.6 |
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Unofficial Translation of Forest and Plants Transfer Agreement, by and between Tiantai County Manyuanchun Agriculture and Forestry Development Co., Ltd., and Fujian Zhangzhou Ding Neng Bio- Tech Co., Ltd., dated November 23, 2009(5) |
10.8 |
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Unofficial Translation of Employment Agreement between Ding Neng Bio-tech and Sanfu Huang dated June 1, 2010 (5) |
10.9 |
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Unofficial Translation
of Settlement Agreement between Ding Neng Bio-Tech and Zhangzhou Fuhua Biomass Energy Technology Co., Ltd., dated July 14,
2015 (6) |
31.1 |
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CEO Certification,
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 |
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CFO Certification,
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 |
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CEO and CFO Certification,
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
101.INS |
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XBRL Instance
Document(6) |
101.SCH |
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XBRL Taxonomy
Schema Document(6) |
101.CAL |
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XBRL Taxonomy
Calculation Document(6) |
101.DEF |
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XBRL Taxonomy
Linkbase Document(6) |
101.LAB |
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XBRL Taxonomy
Label Linkbase Document(6) |
101.PRE |
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XBRL Taxonomy
Presentation Linkbase Document(6) |
* |
Filed herewith |
(1) |
Incorporated by reference to Annex A to the Registrant’s Schedule 14(c), filed on December 30, 2010. |
(2) |
Incorporated by reference to Annex B to the Registrant’s Schedule 14(c), filed on December 30, 2010. |
(3) |
Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007. |
(4) |
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008. |
(5) |
Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on February 11, 2011. |
(6) |
Incorporated by reference to the Company’s Annual Report
on Form 10-K for fiscal year ended December 31, 2014 filed with the SEC on August 31, 2015. |
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.
Date: October 28, 2015 |
WAVE SYNC CORP. |
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By: |
/s/
Zuyue Xiang |
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Name:
Zuyue Xiang |
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Title:
Chief Executive Officer |
Signature |
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Title |
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Date |
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/s/
Zuyue Xiang |
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Director,
chief executive officer (principal executive officer) |
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October
28, 2015 |
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/s/
Ming Yi |
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Director,
chief financial officer (principal financial officer) |
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October
28, 2015 |
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/s/
Mei Yang |
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Chairman
of the Board |
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October
28, 2015 |
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/s/
PokKam Li |
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Director |
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October
28, 2015 |
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/s/
Hongxia Zhao |
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Director |
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October
28, 2015 |
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/s/
Xiaoqiang Zuo |
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Director |
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October
28, 2015 |
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE
OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Zuyue Xiang, certify that:
1. |
I have reviewed this report on Form 10-K of Wave Sync Corp. (formerly known as China Bio-Energy Corp.); |
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2 |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3 |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4 |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
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c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5 |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: October 28, 2015 |
By: |
/s/ Zuyue Xiang |
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Zuyue Xiang |
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Director and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL
OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Ming Yi, certify that:
1 |
I have reviewed this report on Form 10-K of Wave Sync Corp. (formerly known as China Bio-Energy Corp.); |
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2 |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3 |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4 |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
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c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5 |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: October 28, 2015 |
By: |
/s/ Ming Yi |
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Ming Yi |
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Director and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF SARBANES-OXLEY ACT
OF 2002
Zuyue Xiang, Chief Executive Officer of Wave Sync Corp. (formerly
known as China Bio-Energy Corp.) (the “Company”), and Ming Yi, Chief Financial Officer of the Company, each certifies,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. |
The Report on Form 10-K of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (U.S.C. 78m or 78o(d)); and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: October 28, 2015 |
By: |
/s/ Zuyue Xiang |
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Zuyue Xiang |
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Director and Chief Executive Officer |
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By: |
/s/ Ming Yi |
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Ming Yi |
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Director and Chief Financial Officer |
The foregoing certification is being
furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63
of title 18, United States Code) and is not being filed as part of a separate disclosure document.
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