10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2021

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 001-34113

WAVE SYNC CORP.

(Exact name of registrant as specified in its charter)

Delaware	74-2559866
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

19 West 44th Street, Suite 1001, New York, NY	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +852 9804 7102

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 ☒

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 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 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 Form 10-K. ☐ 

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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 approximately  $44,369,052 as of June 30, 2021. 

As of May 20, 2022, the registrant had 19,322,242 shares of common stock issued and outstanding. 

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	[Reserved]	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	19
Item 9C.	Disclosures Regarding Foreign Jurisdictions That Prevent Inspection	19
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	23
Item 14.	Principal Accounting Fees and Services	24
PART IV
Item 15.	Exhibits and Financial Statement Schedules	25
Item 16.	Form 10-K Summary	26
	Signatures	27

i

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.

These risks and uncertainties, many of which are beyond our control, include, and are not limited to:

● our growth strategies in digital assets and commercial real estate industries;

● our anticipated future operation and profitability;

● our future financing capabilities and anticipated need for working capital;

● the anticipated trends in our industries and industries that we intend to enter into;

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

● current and future competition.

In addition, factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. In this report, “we,” “us,” “our,” the “Company” and “Wave.” refer to Wave Sync Corp.

ii

PART I

Item 1. Business

History of the Company

Wave Sync Corp., formerly known as China Bio-Energy Corp., formerly known as China INSOnline Corp., was initially incorporated on December 23, 1988 under the name Lifequest Medical, Inc. (“DEXT”), a Delaware corporation.

On December 6, 2010, the Company entered into an Amendment (the “Amendment”) to a certain share exchange agreement dated November 12, 2010 with Ding Neng Holdings, a British Virgin Islands company (“Ding Neng Holdings”). This share exchange agreement and the Amendment provided for an acquisition transaction in which the Company, through the issuance of shares of its common stock, representing 90% of the issued and outstanding common stock immediately following the closing of this acquisition, acquired 100% of Ding Neng Holdings.

The closing of this acquisition took place on February 10, 2011, on which date, pursuant to the terms of the share exchange agreement as amended, the Company acquired all of the outstanding equity securities of Ding Neng Holdings from the shareholders of Ding Neng Holdings. Accordingly, on the closing of the acquisition, the Company, via Ding Neng Holdings, held 100% of Ding Neng Bio-technology Co., Limited, a Hong Kong Company, which held 100% of Zhangzhou Fuhua Biomass Energy Technology Co., Ltd., a wholly-foreign owned enterprise in China (“Fuhua Biomass”), which, via a series of variable interest entity (or VIE) arrangements, controlled the operating company Fujian Zhangzhou Ding Neng Bio-technology Co., Ltd. (“Ding Neng Bio-tech”). In connection of this share exchange, the Company changed its fiscal year end from June 30 to December 31.

The Company and the previous management believed that from late 2011 to 2014, due to change in law, unfavorable market conditions, and lack of effective management, the business of Ding Neng Bio-tech deteriorated significantly and eventually the Company defaulted on various loan obligations. Eventually, Ding Neng Bio-tech completely ceased its operations.

On June 4, 2015, Fuhua Biomass filed a civil action in Haicang District People’s Court of Xiamen, Fujian, PRC against Ding Neng Bio-tech, alleging that the purposes of those certain Consulting Service Agreement, Operating Agreement, Pledge and Security Agreement, Option Agreement, and Voting Rights Proxy Agreement (the “VIE Agreements”) entered into by Fuhua Biomass and Ding Neng Bio-tech on October 28, 2010 had been frustrated, and that these VIE Agreements should be terminated. On July 14, 2015, this case was settled via in-court mediation directed by the Court. As a result, Fuhua Biomass and Ding Neng Bio-tech entered into binding settlement to, among other things, terminate the VIE Agreements.

Given that the Company was unable to exercise effective control over Ding Neng Bio-tech or gain access to Ding Neng Bio-tech’s financial information since 2011, and that the VIE Agreements were terminated, the Company deconsolidated Ding Neng Bio-tech’s financial results. The Company has written off all investments made in Ding Neng Holdings as loss on investment in subsidiary.

Effective November 1, 2021, we completed a 1 for 5 reverse split of our common stock by filing an amended and restated Certificate of Incorporation with the State of Delaware, reducing the issued and outstanding shares of common stock from 59,327,713 to 11,865,542 (the “Reverse Stock Split”). The number of shares of common stock authorized for issuance remained as previously established at 100,000,000 shares. On February 1, 2022, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from “Wave Sync Corp.” to “New York Holding Corp,” and the corporate action of such name change is pending with the Financial Industry Regulatory Authority.

1

Recent Development

● Acquisition of Center Florence

With an intent to the business of operating and managing commercial and industrial real estates, on November 18, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Center Florence Holding LLC (the “Parent”) and Center Florence, Inc. (the “Target”), a wholly-owned subsidiary of the Parent. Pursuant to the Share Exchange Agreement, on December 1, 2021 the Company issued the Parent four million six hundred thousand (4,600,000) shares (the “Exchange Shares”) of the Company’s common stock, at an agreed price of $4.00 per share of the common stock for a total valuation of $18,400,000 of the Target, and thereby acquiring 100% equity interest in Target.

In connection with the acquisition, the Company has entered into commercial and industrial real estate business through the Target, which owns three operating entities: (i) Florence Development LLC (in the business of purchasing, holding, salvaging, renovating, leasing and/or mortgaging real property and related improvements located in Florence, South Carolina) (“Florence Development”); (ii) Royal Park LLC (dba The Country Club of South Carolina, operating as a golf club in Florence, South Carolina) (the “Country Club”), and (iii) St. Louis Center, LLC (operating a recreational sports facility located in Affton, Missouri) (“Center St. Louis”). Pursuant to the Share Exchange Agreement, the Parent shall not offer, sell, pledge or otherwise dispose of any of the Exchange Shares until one-year anniversary from November 18, 2021.

● Securities Purchase Agreement with PX Global Advisors, LLC.

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

● Disposal of EGOOS Mobile Technology Co. Ltd.

On December 30, 2021, the Company entered into a stock sale and purchase agreement (the “EGOOS SPA”) with Terry Chu (the “Buyer”), pursuant to which the Company sold to Buyer (the “Disposal Transaction”) EGOOS Mobile Technology Company Limited, a British Virgin Islands corporation (“EGOOS”) and wholly-owned subsidiary of the Company, for an aggregate purchase price of $1.00 via selling all of EGOOS’ issued and outstanding share capital. On December 30, 2021, the Company and Buyer consummated the Disposal Transaction set forth in the EGOOS SPA and as a result the Company completely disposed its legacy audio bank card business in the People’s Republic of China, which has ceased its meaningful operations since 2019.

● Hosting and Colocation Services Agreement with PLANBTC, LLC, d/b/a Gigacrypto, Inc.

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

● Sales Agreement between New York Tech Capital, Inc. and Fortune Gear Ltd.

On January 12, 2022, New York Tech, entered into an international sales agreement (the “Sales Agreement”) with Fortune Gear Limited (“Fortune”), pursuant to which the Company, through New York Tech, for a total purchase price of $1,918,350 purchased 350 units of A1246 cryptocurrency mining machines (the “Products”) with mixed Hash performance of 83T, 85T and 87T.

● Engagement Agreement with Joseph Stone Capital, LLC

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

Corporate Structure 

 

3

The following flow chart illustrates our Company’s organizational structure as of March 24, 2021:

Competition

Country Club of South Carolina:

The golf industry is an ever-evolving industry where it takes extensive knowledge and experiences to run a fully operational country club. Our Country Club is located one (1) hour from Myrtle Beach, which is the golf capital of America. As a hidden gem only an hour from Myrtle Beach, the Country Club allows for quick rounds of golf at affordable prices without the over-crowded environment. However, our Golf Club faces intense competition because Myrtle Beach offers a diverse array of golf courses like The Dunes Club, which is highly regarded and TPC Myrtle Beach, another competing public course known for its water obstacles.

Center St. Louis:

Center St. Louis boasts one of the largest indoor sports venues in the Midwest. Having some of the larger tenants in the industry allows for Center St. Louis’ continual growth through many avenues. However, to Target’s knowledge, in the next few years, there will be a few new facilities built that will mirror Center St. Louis’ operations, including Bud Dome and PowerPlex in St. Louis, and 417 Athletics in Springfield, Missouri.

Florence Development:

Florence Development has the potential, through development, to become an industry leader in warehouse space and trade. However, there are many industrial parks surrounding the Florence and South Carolina areas, including Port Dillon and Florence Industrial Park off I-95, which we deem as competitors of Florence Development.

Competitive Strength

The Target believes it possesses the following competitive advantages:

● Country Club: Our long-term members serve as a solid foundation for our customer base. At the Country Club, each hole's greens and tees stand out among the best in the region, and the course layout is no exception.

● Center St. Louis: It has a dominating market position in the St. Louis area's indoor recreational sports complexes. In addition to hosting some of the major volleyball and basketball events in the region, Center St. Louis has established ties with some of the most prominent companies in the industry.

● Florence Development: It is one of the largest industrial parks in the North and South Carolina built on the almost 1,000 acres of developed and undeveloped land. In addition, the CSX rail line that passes through the site of Florence Development provides an advantage that no other property in the Florence area can offer.

Employees 

As of March 31, 2022, we had 49 employees, including 13 full-time and 36 part-time employees. There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is satisfactory.

4

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not required for smaller reporting companies.

ITEM 2. PROPERTIES

Wave Sync Corp. is located at 19 West 44th Street, Suite 1001, New York, NY 10036. Our office space is approximately 3,258 square feet. The space is leased by a related party, PX SPAC Capital Inc., and we currently do not pay rent.

In addition to our executive office, we operate the Bitcoin mining machines from Piedmont, Missouri, and through the subsidiaries, own a golf course, 81.45 acres of excess land and 62 developed lots in Florence, South Carolina, a recreational sports facility located at 6727 Langley Avenue in Affton, Missouri, and three warehouse buildings in Florence, South Carolina.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

5

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is quoted under the symbol “WAYS” on the OTC Pink tier of the OTC Markets. There is minimal trading activity in our common stock.

Stockholders of Record

As of May 20, 2022, we had approximately 131 record holders of our common stock.

Dividends

Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

ITEM 6. [Reserved].

As a smaller reporting company, we are not required to make such disclosure under Item 6.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

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 report. 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. In this report, “we,” “us,” “our,” the “Company” and “Wave.” refer to Wave Sync Corp.

6

Overview

Wave Sync Corp., formerly known as China Bio-Energy Corp., was initially incorporated on December 23, 1988 under the name Lifequest Medical, Inc. (“DEXT”), a Delaware corporation.

On December 6, 2010, the Company entered into an Amendment (the “Amendment”) to a certain share exchange agreement dated November 12, 2010 with Ding Neng Holdings, a British Virgin Islands company (“Ding Neng Holdings”). This share exchange agreement and the Amendment provided for an acquisition transaction in which the Company, through the issuance of shares of its common stock, representing 90% of the issued and outstanding common stock immediately following the closing of this acquisition, acquired 100% of Ding Neng Holdings.

The closing of this acquisition took place on February 10, 2011, on which date, pursuant to the terms of the share exchange agreement as amended, the Company acquired all of the outstanding equity securities of Ding Neng Holdings from the shareholders of Ding Neng Holdings. Accordingly, on the closing of the acquisition, the Company, via Ding Neng Holdings, held 100% of Ding Neng Bio-technology Co., Limited, a Hong Kong Company, which held 100% of Zhangzhou Fuhua Biomass Energy Technology Co., Ltd., a wholly-foreign owned enterprise in China (“Fuhua Biomass”), which, via a series of variable interest entity (or VIE) arrangements, controlled the operating company Fujian Zhangzhou Ding Neng Bio-technology Co., Ltd. (“Ding Neng Bio-tech”). In connection of this share exchange, the Company changed its fiscal year end from June 30 to December 31.

The Company and the previous management believed that from late 2011 to 2014, due to change in law, unfavorable market conditions, and lack of effective management, the business of Ding Neng Bio-tech deteriorated significantly and eventually the Company defaulted on various loan obligations. Eventually, Ding Neng Bio-tech completely ceased its operations.

On June 4, 2015, Fuhua Biomass filed a civil action in Haicang District People’s Court of Xiamen, Fujian, PRC against Ding Neng Bio-tech, alleging that the purposes of those certain Consulting Service Agreement, Operating Agreement, Pledge and Security Agreement, Option Agreement, and Voting Rights Proxy Agreement (the “VIE Agreements”) entered into by Fuhua Biomass and Ding Neng Bio-tech on October 28, 2010 had been frustrated, and that these VIE Agreements should be terminated. On July 14, 2015, this case was settled via in-court mediation directed by the Court. As a result, Fuhua Biomass and Ding Neng Bio-tech entered into binding settlement to, among other things, terminate the VIE Agreements.

Given that the Company was unable to exercise effective control over Ding Neng Bio-tech or gain access to Ding Neng Bio-tech’s financial information since 2011, and that the VIE Agreements were terminated, the Company deconsolidated Ding Neng Bio-tech’s financial results. The Company has written off all investments made in Ding Neng Holdings as loss on investment in subsidiary.

Effective November 1, 2021, the Company completed a 1 for 5 reverse split of our common stock by filing an amended and restated Certificate of Incorporation with the State of Delaware, reducing the issued and outstanding shares of common stock from 59,327,713 to 11,865,542 (the “Reverse Stock Split”). The number of shares of common stock authorized for issuance remained as previously established at 100,000,000 shares. On February 1, 2022, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from “Wave Sync Corp.” to “New York Holding Corp,” and the corporate action of such name change is pending with the Financial Industry Regulatory Authority.

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”).

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

7

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, 2021, the detailed identities of the consolidating subsidiaries are as follows:

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

As of December 31, 2020, 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. (“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.

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

8

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

Lands are carried at cost and no depreciation is provided.

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

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

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.

Intangible Assets

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

9

Digital assets

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

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

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

For the year ended December 31, 2021, the Company has recognize impairment loss of $13,589 of its digital assets.

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

Separable Intangible Assest - Customer-related intangible assets

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

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

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

Business combinations

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

Goodwill

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

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

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment loss of its long-lived assets.

Long term investment

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

Equity securities without readily determinable fair values

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

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

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

Available-for-sale investments

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

Accounting for the Impairment of Long-lived assets

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

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

11

Income taxes

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

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

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, 2021 and 2020, $0 and $0 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.

Exchange rates	December 31, 2021		December 31, 2020
Year-end/period-end RMB : US$ exchange rate		6.4515		6.5249
Average annual/period RMB : US$ exchange rate		6.3757		6.9010

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

12

Cryptocurrency

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

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

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

Rental income

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

Clubhouse services

Clubhouse income is recognized when services are rendered.

Cost of revenue

Cryptocurrency

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

Clubhouse services

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

Earnings per share

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

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

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.

13

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

	Quoted in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 3)				Significant Unobservable Inputs (Level 3)				Total
	2021		2020		2021		2020		2021		2020		2021		2020
Financial assets:
Cash	$	2,877,456	$	3	$	-	$	-	$	-	$	-	$	2,877,456	$	3
Total financial assets	$	2,877,456	$	3	$	-	$	-	$	-	$	-	$	2,877,456	$	3

14

Results of Operations

Overview of the years ended December 31, 2021 and 2020

The following table shows the results of operations for the years ended December 31, 2021 and 2020:

	Years Ended December 31,
	2021			2020			Change			Percent
Revenue	$	162,853		$	-		$	162,853			100.0	%
Cost of revenue		19,512			-		$	19,512			100.0	%
Gross profit		143,341			-		$	143,341			100.0	%
Operating expenses:
General and administrative expenses	$	1,793,636			39,438		$	1,754,197			4448.0	%
Impairment loss on intangible assets	$	13,589			-		$	13,589			100.0
Financial expenses	$	11,671			13		$	11,658			89673.2	%
Total operating expenses	$	1,818,896			39,451		$	1,779,444			4510.5	%
Income (loss) from operations	$	(1,675,555	)		(39,451	)	$	(1,636,104	)		97.6	%
Other income (expenses):
Interest income	$	772			-		$	772			100.0	%
Gain on disposal of fixed assets	$	208,012			-		$	208,012			100.0	%
Other expenses	$	(144	)		-		$	(144	)		(100	)%
Loss on disposal of subsidiary	$	(2	)		-		$	(2	)		(100	)%
Total other income (expense), net	$	208,638			-		$	208,638			100.0	%
Income before income tax
Income tax expense	$	-			-		$	-			-	%
Net income (loss)	$	(1,466,917	)	$	(39,451	)	$	(1,427,466	)		97.3	%

Revenue

	Year Ended December 31, 2021		Year Ended December 31, 2020
Revenue	$	162,853	$	-
Cost of revenue		19,512		-
Gross profit	$	143,341	$	-

There was no revenue for the years ended December 31, 2020, as the Company ceased its active business operations during the year of 2020.

For the year ended December 31, 2021, our revenues were $162,853, representing revenue after the completion of acquisition of Center Florence at December 1, 2021, reflecting a stable revenue from rental of recreational facilities and industrial properties.

For the year ended December 31, 2021, the digital mining operation just commenced and no revenue has been generated as of December 31, 2021.

Cost of revenue

For the years ended December 31, 2021, our cost of revenue was $19,512, representing cost of revenue after the completion of acquisition of Center Florence at December 1, 2021, consisting of costs of food and beverage consumed by members and customers in the recreational facilities.

Operating Expenses

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

	For the Year Ended December 31,										Variance
	2021		%			2020		%			Amount		%
General and administrative expenses	$	1,793,636		98.7	%	$	39,438		99.9	%	$	1,754,197		4448.0	%
Impairment loss on intangible assets		13,589		0.7	%		-		-	%		13,589		100.0	%
Financial expenses		11,671		0.6	%		13		0.1	%		11,658		89673.2	%
Total Amount	$	1,818,896		100.0	%	$	39,451		100	%	$	1,779,444		4510.5	%

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General and administrative and financial expenses were related to corporate overhead, financial and administrative contracted services, such as legal and accounting. General and administrative expenses and financial expenses for the year ended December 31, 2021 were $1,793,636 as compared to $39,451 for the comparable period ended December 31, 2020, which represented an increase of $1,754,197 or approximately 44 times. Such increase was primarily attributed to increase of consulting fee, audit fee, legal and professional fees. 

Impairment loss on intangible assets were impairment loss on digital assets, which was Bitcoin, generated from digital mining operation for the year ended December 31, 2021.

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

(Loss) Income from Operations and Operating Margin

Loss from operations in the year ended December 31, 2021 was $1,675,555, compared with loss from operations of $39,451 in the year ended December 31, 2020.

Operating margin, or income from operations as a percentage of total revenue was negative 10 times as for the year ended December 31, 2021, compared with no revenue for the year ended December 31, 2020, due to the previously discussed changes. 

Other income (expenses)

The following table sets forth the breakdown of our other income for the year ended December 31, 2021 and the year ended December 31, 2020:

	For the Year Ended December 31,											Variance
	2021			%			2020		%			Amount			%
Interest income	$	772			0.4	%	$	-		-	%	$	772			100.0	%
Gain on disposal of fixed assets		208,012			99.7	%		-		-	%		208,012			100.0	%
Other expenses		(144	)		(0.1	)%		-		-	%		(144	)		(100	)%
Loss on disposal of subsidiary		(2	)		0.0	%		-		-	%		(2	)		(100	)%
Total Amount	$	208,638			100.0	%	$	-		-	%	$	208,638			100.0	%

Interest income was $772 and $0 for the years ended December 31, 2021 and 2020, respectively, showing an increase of 100.0%. This increase is mainly contributed to interest expenses on convertible note acquired on November 16, 2021.

16

Gain on disposal of fixed assets for the year ended December 31, 2021 increased by $208,012 to $208,012 from $0 in the year ended December 31, 2020, due to disposal of properties from the newly acquired subsidiary at December 2021.

 Other expenses was $144 and $0 for the years ended December 31, 2021 and 2020, respectively, an increase of 100.0% year over year. This increase is due to provision of penalty on franchise tax.

Loss on disposal of subsidiary for the year ended December 31, 2021 represented the disposal of a former subsidiary to a third party at December 30, 2021 for $1 and incurred loss on disposal of $2 and the operation in PRC has completely terminated.

Income tax (benefit) expense

Income tax expense was $0 and $0 for the year ended December 31, 2021 and 2020, respectively.

Foreign Currency Translation Gain (Loss)

Foreign currency translation gain was $0 and $0 in the year ended December 31, 2021 and 2020, respectively.

Net (Loss) Income

Net loss for the year ended December 31, 2021 was $1,466,917, as compared to net loss of $39,451 for the year ended December 31, 2020. The net loss is mainly due to increase of general and administrative expenses.

Liquidity and Capital Resources

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

Working Capital Summary

The following table represents a comparison of our working capital for the years ended December 31, 2021 and 2020:

	As of December 31, 2021		As of December 31, 2020
Current assets	$	3,049,477	$	3
Current liabilities	$	2,672,979	$	71,844
Working capital	$	376,498	$	(71,841	)

Cash Flows

The following table represents a comparison of our cash flows for the years ended December 31, 2021 and 2020:

	Years ended December 31,
	2021			2020
Cash flows used in operating activities	$	(1,565,278	)	$	(13	)
Cash flows from investing activities	$	(1,870,497	)	$	-
Cash flows from financing activities	$	6,313,228		$	-

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Cash flows used in operating activities

Since the change of management in February 25, 2021, the Company has resumed its operation and incurred cash flows used in operating activities. The Company incurred cash flows used in operating activities in the amounts of $1,565,278 and $13 for the years ended December 31, 2021 and 2020, respectively.

Cash flows from investing activities

For the year ended December 31, 2021, the Company has some investing activities, including acquisition of motor vehicles of $100,000 and mining equipment of $1,300,000, investment of equity of $750,000 and convertible loan note of $106,289, and investment on intangible assets, which is digital mining costs, of $17,081.

Cash flows from financing activities

For the years ended December 31, 2021 and 2020, the Company’s cash flows from financing activities were $6,313,228 and $0, respectively. The Company’s cash flows from financing activities during the year of 2021 included $4,380,561 from certain private offerings of four investors, an advance from related party of $36,916 and issuance of convertible note to a related party of $2,000,000. The Company has also repaid the bank loan of $104,249.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The full text of the Company’s audited financial statements for the fiscal years ended December 31, 2020 and 2021 begins on page F-1 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES  

Evaluation of Disclosure Controls and Procedures

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

Our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officers concluded that our disclosure controls and procedures were, due to certain factors, not effective as of December 31, 2021 to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.

18

Management’s Report on Internal Control over Financial Reporting

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

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

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

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

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

We carried out an assessment of the effectiveness of our internal control over financial reporting based on the framework in in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021. Management has specifically observed that our accounting systems and current staffing resources in our finance department are currently insufficient to support the complexity of our financial reporting requirements. We currently do not have adequate staff members in our accounting and finance department who have experience or specialized training in preparing financial statements in the form and format required by the SEC. We have also experienced difficulty in applying complex accounting and financial reporting disclosure rules as required under various aspects of GAAP and SEC reporting regulations including those relating to accounting for business combinations, intangible assets, derivatives and income taxes.

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

Changes in Internal Control over Financial Reporting.

During the years ended December 31, 2021 and 2020, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not applicable.

19

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The executive officers and directors of the Company are as follows. Directors serve until the Company’s next annual meeting of shareholders and until a successor is elected and qualified.

Directors and Executive Officers	Age	Position / Title
Jiang Hui	33	Chief Executive Officer and Director
Hon Man Yun	53	Chief Financial Officer and Director
Hong Chen	52	Director
Chiang Hsien	61	Director
Ming Yi	40	Director

Mr. Jiang Hui has been chief executive officer and director of the Company in February 2021. He has worked as the executive vice president at Move the Purchase Consulting Management (Shenzhen) Co., Ltd. since January 2020. Mr. Hui worked as the Vice President at the Industrial and Commercial Bank of China (New York Branch) from August 2018 to December 2019. Mr. Hui was the vice president of Industrial and Commercial Bank of China (London) PLC from January 2017 to August 2018, and the chief compliance officer of investment advisory at Industrial and Commercial Bank of China Financial Services LLC from January 2014 to January 2017. Mr. Hui’s executive experience qualifies him to serve on our board of directors.

Mr. Hon Man Yun has been chief financial officer and director of the Company since February 2021. He has served in several financing and accounting positions at different private and publicly traded companies. Mr. Yun has worked as the Chief Financial Officer of Kiwa Bio-tech Products Group Corporate since April 2018 and served as the CFO and a director at Hudson Capital Inc. since August 2020 until February 2022. Mr. Yun served as joint company secretary, as a group vice president, the chief accountant and compliance and internal audit officer for Kaisun Energy Group Limited, from May 2017 to August 2020. Mr. Yun was an associate at China Merchants Securities (Hong Kong) Co., Limited from December 2014 to May 2017 and financial controller at E Lighting Group Limited from March 2013 to September 2014. Mr. Yun’s financial and accounting experience qualifies him to serve on our board of directors.

Mr. Hong Chen has been a director of the Company since February 2021. Mr. Chen has worked as the Chairman of the board of directors for Grand Cartel Securities Co., Ltd. (“Grand Cartel Securities”) since 2014. Before Grand Cartel Securities, Mr. Chen served as the Chairman at China Internet Education Group (a Hong Kong listed company with the code 8055) from 2008 to 2014, as the CEO for Peking University Business Network from 2002 to 2008, and the CEO of Shenzhen Chenrun Investment Company from 1998 to 2002. Mr. Chen’s chairman experience qualifies him to serve on our board of directors.

Mr. Chiang Hsien, has over 30 years of experience in investment and asset management. Since 2020, Mr. Hsien has been working as an independent consultant for various corporations on a part-time basis. From 2016 to 2019, he was an advisor to the Chairman of the Pacific Millennium Group, a leading packaging supplier in China. From 2013 to 2016, Mr. Hsien was a Partner and Chief Representative in Asia for Lingohr & Partner Asset Management, a German asset management company. From 2008 to 2012, Mr. Hsien was Chief Representative and Director of Allianz Global Investors Hong Kong Ltd., and CEO of the Shanghai Representative Office. Allianz Global Investors is a global asset management company and a subsidiary of Allianz SE. From 2003 to 2008, Mr. Hsien was Chief Executive Officer and Director of Guotai Junan-Allianz Asset Management, which is one of the first joint-venture mutual fund management companies established in China. From 2000 to 2003, Mr. Hsien was Chief Executive Officer and Managing Director of Dresdner Securities Investment Trust Enterprise Taiwan (now Allianz Asset Management Taiwan). Mr. Hsien has a Bachelor of Arts Degree from University of International Relations Beijing (China), an MBA degree from the Christian Albrecht University of Kiel in Germany and attended Executive Programs at INSEAD and at Harvard University

20

Mr. Ming Yi has been a director of the Company since February 2021. He worked as the Chief Financial Officer at SSLJ.com Limited from 2018 to 2019. Prior to that, Mr. Yi worked as the Chief Financial Officer for this Company from 2011 to 2018. Mr. Yi’s financial experience qualifies him to serve on our board of director.

Audit Committee

We do not have a standing audit committee of the Board of Directors. Mr. Ming Yi is our financial expert serving on the Board of Directors and is independent.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on developing our business.

Family Relationships

There is no family relationship between any director and executive officer or among any directors or executive officers.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

4. being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

21

ITEM 11. EXECUTIVE COMPENSATION  

The following table sets forth compensation information for services rendered by our named executive officers in all capacities during the last two completed fiscal years.

Name and Position(s)	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Other ($)		Total Compensation ($)
Jiang Hui	2021		-		-		-		-		-
Chief Executive Officer	2020		-		-		-		-		-
Hon Man Yun	2021		-		-		-		-		-
Chief Financial Officer	2020		-		-		-		-		-

We have not entered into any employment agreement with either our Chief Executive Officer or Chief Financial Officer as of December 31, 2021.

Outstanding Equity Awards at Fiscal Year-End 

The Company did not have any outstanding unexercised options, unvested stocks and equity incentive plan awards held by each of our named executive officers for the years ended December 31, 2020 and 2021.

Director Compensation  

We did not pay any compensation to directors of the Company in the years of 2020 or 2021 for services as directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth information known to us regarding the beneficial ownership of our Common Stock as of May 20, 2022 for:

● each person we believe beneficially holds more than 5% of our outstanding common shares (based solely on our review of SEC filings);

● each of our “named executive officers” and directors; and

● all of our current directors and executive officers as a group.

The number of shares beneficially owned by a person includes shares issuable under options, warrants and other securities convertible into the Common Stock held by that person and that are currently exercisable or that become exercisable within 60 days from May 20, 2022. Percentage calculations assume, for each person and group, that all shares that may be acquired by such person or group pursuant to options, warrants and other convertible securities currently exercisable or that become exercisable within 60 days from May 20, 2022 are outstanding. Nevertheless, shares of the Common Stock that are issuable upon exercise of presently unexercised options, warrants and other convertible securities are not deemed to be outstanding for purposes of calculating the “Percentage of Shares Beneficially Owned” by any other person or any other group.

Except as otherwise indicated in the table or its footnotes, the persons in the table below have sole voting and investment power with respect to all shares of the Common Stock shown as beneficially owned by them, subject to community property laws where applicable.

22

As of May 20, 2022, we had 19,322,242 shares of the Common Stock issued and outstanding.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership	Percentage
Directors and Executive Officers
Jiang Hui	0		-
Hon Man Yun	0		-
Hong Chen	0		-
Chiang Hsien	0		-
Ming Yi	8,637		*
All directors and executive officers as a group (5 persons)	8,637		*
5% Holders
PX SPAC Capital Inc.(2)	5,000,000		29	%
Coco Han	2,000,000		11	%
Center Florence Holding LLC(3)	4,600,000		26	%
Joseph Stone Capital LLC(4)	1,000,000		6	%

* less than 1%.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 19 West 44th Street, Suite 1001, New York, NY 10036. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the Common Stock beneficially owned by them.

(2) Warren Wang is the Chief Executive Officer and primary controlling person of PX SPAC Capital Inc.

(3) John Sun acts as the managing member of Center Florence Holding LLC.

(4) Damian Maggio is the Chief Executive Officer and primary controlling person of Joseph Stone Capital LLC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

Related Transactions

Long term investment

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

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

Property, plant and equipment

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

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

23

Related party payables consisted of the followings: 

	As of December 31, 2021		As of December 31, 2020
PX SPAC Capital Inc.
Principal	$	36,916	$	-
Interest		586		-
Total	$	37,502	$	-

The amount was provided as working capital to financial the Company’s operations. The amount is unsecured, 2% annual interest bearing and due on demand. Interest expense was $586 and $0, respectively for the years ended December 31, 2021 and 2020.

In addition, we occupy office space located at 19 West 44th Street, Suite 1001, New York, NY 10036. Our office space is approximately 3,258 square feet. The space is leased by PX SPAC Capital Inc., one of the Company’s principal shareholders, and we do not pay rent for using such space.

Director Independence

We believe that Hong Chen, Chiang Hsien and Ming Yi, are “independent” directors as defined by the Nasdaq Market Place Rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees that were billed to the Company by its independent auditors, Centurion ZD CPA & Co., in for the services rendered in 2021 for the years of 2021 and 2020.

Fiscal Year	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
2021	$	90,000	$	18,000	$	-	$	-
2020	$	31,000	$	-	$	-	$	-

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the review of the quarterly financial statements.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services.

24

PART IV

ITEM 15. EXHIBITS

(a) The following documents are filed as part of this report:

(1) Audited Financial Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index to Financial Statements on pages F-1 through F-29 of this report.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 2769)	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations and Comprehensive Loss	F-5
Consolidated Statements of Cash Flows	F-6
Consolidated Statements of Stockholders’ Equity/(Deficiency)	F-7
Notes to Consolidated Financial Statements	F-8–F-29

(2) Financial Statement Schedule: None.

(3) Exhibits

25

ITEM 15. EXHIBITS

Exhibit No.	Description
3.1	Restated Certificate of Incorporation (1)
3.2	Certificate of Amendment to Certificate of Incorporation (2)
3.3	Certificate of Amendment to Certificate of Incorporation (3)
3.4	Certificate of Amendment to Certificate of Incorporation (4)
3.5	Certificate of Amendment to Certificate of Incorporation (5)
3.6	Certificate of Amendment to Certificate of Incorporation (6)
3.7	Certificate of Amendment of the Amended and Restated Certificate of Incorporation (7)
3.8	Amended and Restated Bylaws of the Registrant (8)
4.1	Description of Registrant’s Securities (9)
4.2	Convertible Promissory Note dated December 13, 2021 (10)
10.1	Hosting and Colocation Services Agreement, dated October 26, 2021 by and between the Company and PLANBTC, LLC, d/b/a Gigacrypto, Inc (11)
10.2	Share Purchase/Exchange Agreement dated November 18, 2021 by and among Wave Sync Corp., Center Florence Holding LLC and Center Florence, Inc. (12)
10.3	Securities Purchase Agreement dated December 12, 2021 by and between the Company and PX Global Advisors, LLC (13)
10.4	Stock Sale and Purchase Agreement dated December 30, 2021 by and between the Company and Terry Chu (14)
10.5	International Sales Agreement dated January 12, 2022 by and between New York Tech  and Fortune Gear Limited (15)
10.6	Engagement Agreement dated January 13, 2022 by and between the Company and Joseph Stone Capital, LLC (16)
31.1	CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	CEO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	CFO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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

(1)	Incorporated by reference to 8-K filed with the SEC on December 20, 2007.
(2)	Incorporated by reference to 10-QSB filed with the SEC on May 15, 2008.
(3)	Incorporated by reference to 8-K filed with the SEC on February 11, 2011.
(4)	Incorporated by reference to 8-K as filed with the SEC on September 3, 2015.
(5)	Incorporated by reference to 8-K filed with the SEC on December 14, 2015.
(6)	Incorporated by reference to 8-K as filed with the SEC on November 05, 2021.
(7)	Incorporated by reference to 8-K as filed with the SEC on February 07, 2022.
(8)	Incorporated by reference to 10-QSB filed with SEC on May 15, 2008
(9)	Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on August 3, 2021.
(10)	Incorporated by reference to 8-K as filed with the SEC on December 16, 2021.
(11)	Incorporated by reference to 8-K as filed with the SEC on November 01, 2021.
(12)	Incorporated by reference to 8-K as filed with the SEC on November 19, 2021.
(13)	Incorporated by reference to 8-K as filed with the SEC on December 16, 2021.
(14)	Incorporated by reference to 8-K as filed with the SEC on January 05, 2022.
(15)	Incorporated by reference to 8-K as filed with the SEC on January 18, 2022.
(16)	Incorporated by reference to 8-K as filed with the SEC on January 20, 2022

ITEM 16. FORM 10-K SUMMARY.

Not applicable.

26

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.

Dated: May 24, 2022

WAVE SYNC CORP.
By:	/s/ Jiang Hui
	Name:	Jiang Hui
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes Jiang Hui as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission.

Signature	Title	Date
/s/ Jiang Hui	Chief Executive Officer and Director	May 24, 2022
Jiang Hui	(Principal Executive Officer)
/s/ Hon Man Yun	Chief Financial Officer and Director	May 24, 2022
Hon Man Yun	(Principal Financial Officer)
/s/ Hong Chen	Director	May 24, 2022
Hong Chen
/s/ Chiang Hsien	Director	May 24, 2022
Chiang Hsien
/s/ Ming Yi	Director	May 24, 2022
Ming Yi

27

Wave Sync Corp.

Audited Consolidated Financial Statements

As of December 31, 2021 and 2020

(Stated in US Dollars)

WAVE SYNC CORP. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 2769)	F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-4
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020	F-6
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2021 and 2020	F-7
Notes to the Consolidated Financial Statements	F-8 – F-29

F-1

	中正達會計師事務所
	Centurion ZD CPA & Co.
	Certified Public Accountants (Practising)
Unit 1304, 13/F., Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong 香港紅磡德豐街22號海濱廣場二期13樓1304室 Tel : (852) 2126 2388 Fax: (852) 2122 9078

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Shareholders of
Wave Sync Corp.

Opinion of the Financial Statements

We have audited the accompanying consolidated balance sheets of Wave Sync Corp. (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Valuation of intangible assets and long-lived assets in the Center Florence, Inc. acquisition

As described in Note 3 and Note 9 to the consolidated financial statements, the Company completed the acquisition of Center Florence, Inc. and its subsidiaries, Florence Development, LLC, Center St. Louis, LLC and Royal Park, LLC (“Center Florence”) for the consideration of $18.4 million by means of a share exchange transaction and the transaction was accounted for as a business combination. The acquired intangible assets included customer-related intangible assets valued at $175,536 and goodwill valued at $63,417. The Company recorded the acquired intangible assets at fair value on the date of acquisition using an income approach methodology. The acquired major long-lived assets included in land and buildings valued at $18.4 million and $1.5 million, respectively. The methods used to estimate the fair value of acquired assets involve significant assumptions. The significant assumptions applied by management in estimating the fair value of acquired intangible assets included but not limited to income projections and discount rates. The Company recorded the acquired land and buildings at fair value on the date of acquisition using a market approach methodology.

The principal considerations for our determination that performing procedures relating to the valuation of intangible assets and long-live assets in the Center Florence acquisition is a critical audit matter are (1) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value of assets acquired due to the significant judgment by management when developing the estimates and (2) significant audit effort was required in evaluating the significant assumptions relating to the estimates, including the income projections and comparisons to market rates. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls over the valuation of acquired assets including controls over the development of the assumptions used in the valuation of the assets. These procedures also included, among others, reading the purchase agreement, and testing management’s process for estimating the fair value of assets. Testing management’s process included evaluating the appropriateness of the valuation models, testing the completeness, accuracy, and relevance of underlying data used in the models, and testing the reasonableness of significant assumptions, including income projections and market rates. Evaluating the reasonableness of the income projections and market rates involved considering the current performance of the acquired business, the consistency with external market and industry data, and whether these assumptions were consistent with other evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of significant assumptions, including the income projections and market rates.

/s/ Centurion ZD CPA & Co.

Centurion ZD CPA & Co.

We have served as the Company’s auditor since 2021.

Hong Kong, China

May 24, 2022

PCAOB ID: 2769

F-3

WAVE SYNC CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2021 AND 2020

(Stated in US Dollars)

	As of December 31,
	2021			2020
ASSETS
Current assets
Cash and cash equivalents	$	2,877,456		$	3
Accounts receivable, net of allowance		64,089			-
Inventory		2,673			-
Prepaid expenses		5,706			-
Deposit paid		99,553			-
Total Current Assets		3,049,477			3
Non-current assets
Property and equipment, net		21,140,192			-
Intangible assets, net		189,692			-
Long-term investment		857,011			-
Goodwill		63,417			-
Total Assets	$	25,299,789		$	3
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	340,826		$	-
Accrued expenses		100,278			71,044
Security deposits from customers		14,393			-
Short-term loans		166,777			-
Note payables		2,010,959			-
Taxes payable		1,200			800
Due to related parties		38,546
Total Current Liabilities		2,672,979			71,844
Long term loans		1,433,859			-
Deferred tax liabilities		-			-
Total Liabilities	$	4,106,838		$	71,844
Commitment and contingencies
Shareholders’ equity
Common Stock ($0.001 par value, 100,000,000 shares authorized, 17,465,992 and 4,205,543* shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively)	$	17,466		$	4,206	*
Additional paid in capital		23,465,830			27,314,316	*
Accumulated deficits		(2,290,345	)		(27,131,839	)
Accumulated other comprehensive loss		-			(258,524	)
Total Shareholders’ Equity		21,192,951			(71,841	)
Total Liabilities and Shareholders’ Equity	$	25,299,789		$	3

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

See notes to consolidated financial statements

F-4

WAVE SYNC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Stated in US Dollars)

	Year Ended December 31, 2021			Year Ended December 31, 2020
Revenue	$	162,853		$	-
Cost of revenue		19,512			-
Gross profit		143,341			-
Operating expenses
General and administrative expenses		1,793,636			39,438
Impairment loss on intangible assets		13,589			-
Financial expenses		11,671			13
Total Operating expenses		1,818,896			39,451
Loss from operations		(1,675,555	)		(39,451	)
Other income (expenses)
Interest income		772			-
Interest expense		-			-
Gain on disposal of fixed assets		208,012			-
Other expenses		(144	)		-
Loss on disposal of subsidiary		(2	)		-
Total other (expenses) income, net		208,638			-
Loss before income tax expenses		(1,466,917	)		(39,451	)
Income tax expenses		-			-
Net loss	$	(1,466,917	)	$	(39,451	)
Other comprehensive loss
Foreign currency translation (loss) gain		-			-
Comprehensive loss	$	(1,466,917	)	$	(39,451	)
Weighted average number of shares, basic and diluted		17,465,992			4,205,543	*
Basic and diluted loss per share	$	(0.08399	)	$	(0.00938	)

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

See notes to consolidated financial statements

F-5

WAVE SYNC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Stated in US Dollars)

	Years ended December 31,
	2021			2020
Cash flows from operating activities:
Net loss	$	(1,466,917	)	$	(39,451	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		49,016			-
Impairment on intangible assets		13,589			-
Gain on disposal of fixed assets		(208,012	)		-
Loss on disposal of subsidiary		2			-
Changes in operating assets and liabilities:
Accounts receivables		(15,011	)		-
Inventory		(815	)		-
Prepaid expenses		2,736			-
Deposit paid		(499,553	)		-
Accounts payable		119,141			-
Accrued expenses		40,872			39,438
Other payables		-			-
Security deposits from customers		-			-
Due to related parties		-			-
Tax payable		400			400
Net cash (used in)/provided by operating activities	$	(1,565,278	)	$	(13	)
Cash flows from investing activities:
Purchases of property and equipment		(1,400,000	)		-
Purchases of long term investment		(856,289	)		-
Investment on intangible assets		(30,670	)		-
Proceeds from disposal of property and equipment		416,462			-
Net cash (used in)/provided by investing activities	$	(1,870,497	)	$	-
Cash flows from financing activities:
Proceeds from related party		36,916			-
Repayment of bank loan		(104,249	)		-
Proceeds from issuance of shares		4,380,561			-
Proceeds from issuance of convertible note		2,000,000			-
Net cash provided by/ (used in) financing activities	$	6,313,228		$	-
Effect of exchange rate changes on cash		-			-
Net increase (decrease) in cash	$	2,877,453		$	(13	)
Cash at beginning of year		3			16
Cash at end of year	$	2,877,456		$	3
Supplemental disclosure of cash flow information
Interest received	$	-		$	-
Interest paid		13			13
Income taxes paid		-			-
Non- cash financing activities
Forgiveness of loans from related parties	$	-		$	-
Undertaking of assets and liabilities by related parties	$	-		$	-

See notes to the consolidated financial statements

F-6

WAVE SYNC CORP. AND SUBSIDIARIES

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

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Stated in US Dollars)

	Common Stock						Additional paid-in			Accumulated			Accumulated other comprehensive			Total Shareholders’
	Shares			Amount			Capital			deficit			income			Equity
Balance as of December 31, 2019		4,205,543	*	$	4,206		$	27,314,316		$	(27,092,388	)	$	(258,524	)	$	(32,390	)
Net (loss)		-			-			-			(39,451	)		-			(39,451	)
Foreign currency translation loss		-			-			-			-			-			-
Balance as of December 31, 2020		4,205,543	*	$	4,206		$	27,314,316		$	(27,131,839	)	$	(258,524	)	$	(71,841	)
Net (loss)		-			-			-			(1,466,917	)		-			(1,466,917	)
Appropriations of statutory reserves		-			-			19,060			-			-			19,060
Proceeds from issuance of common stock		8,660,000	*		8,660	*		4,303,992			-			-			4,312,652
Reverse split adjustments		449			-			-			-			-			-
Issuance of common stock for acquisition		4,600,000			4,600			19,146,982			(751,582	)		-			18,400,000
Disposal of subsidiary		-			-			(27,318,520	)		27,059,993			258,524			(3	)
Foreign currency translation loss		-			-			-			-			-			-
Balance as of December 31, 2021		17,465,992		$	17,466		$	23,465,830		$	(2,290,345	)	$	-		$	21,192,951

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

See notes to the consolidated financial statements

F-7

WAVE SYNC CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Stated in US Dollars)

NOTE 1. ORGANIZATION AND PRINCIPAL ACTIVITIES

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

In June 2010, the Company ceased all operations conducted by its then subsidiaries: Ever Trend Investment Limited, Run Ze Yong Cheng (Beijing) Technology, San Teng Da Fei Technology, and Guang Hua Insurance Agency (“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. (“WOFE”), and Ding Neng Bio-tech. Ding Neng HK was incorporated under the laws of Hong Kong on September 10, 2010. Ding Neng HK did not have any operations. Ding Neng HK has been delinquent with its annual regulatory filings in Hong Kong, and should be considered dormant and defunct. Ding Neng HK was wholly-owned by Ding Neng Holdings. 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 theproduction, 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 toreceive substantially all of the economic benefits of Ding Neng Bio-tech in consideration for services provided by WFOE to DingNeng Bio-tech, (2) an Option Agreement with Xinfeng Nie, Sanfu Huang, and Shunlong Hu (the shareholders of Ding Neng Bio-tech) allowing the WFOE to acquire all the shares of Ding Neng Bio-tech as permitted by PRC laws, (3) a Voting Rights Proxy Agreement that provides WFOE with the all voting rights of the Ding Neng Bio-tech shareholders, and (4) an Equity Pledge Agreement that pledges the shares in Ding Neng Bio-tech to WFOE (VIE Agreements). These VIE Agreements granted effective control of Ding Neng Bio-tech to WFOE. On June 4, 2015, WFOE filed a civil action in Haicang District People’s Court of Xiamen, Fujian, PRC (the “Court”) against Ding Neng Bio-tech, alleging that the purposes of those certain executed VIE Agreements entered into by WFOE and Ding Neng Bio-Tech on October 28, 2010, had been frustrated, and that these VIE Agreements should be terminated. WFOE alleged that Ding Neng Bio-Tech did not make any payment of service fees to WFOE, and that Ding Neng Bio-Tech failed to perfect the security interest in the pledged stocks. On July 14, 2015, this case was settled via in-court mediation directed by the Court. As a result, WFOE and Ding Neng Bio-Tech entered into binding settlement, among other things, (i) to terminate the VIE Agreements, and (ii) that the litigation fee in the amount of RMB10,000 (approximately$1,610.50) would be borne by Ding Neng Bio-Tech. Ding Neng Holdings is delinquent with its regulatory filings and annual fees to the British Virgin Islands; accordingly, the Ding Neng Holdings should be considered dormant and defunct.

F-8

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

SQEC was incorporated on November 11, 2013. 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. (“GZYZ”) for a consideration of approximately$1,629,062 (RMB 10,000,000).

F-9

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

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

The consolidated financial statements were prepared assuming that the Company has controlled EGOOS BVI and its intermediary holding companies, operating subsidiaries, and variable interest entities: EGOOS HK, WOFE, GZYZ, SQEC, and GZRS from the first period presented. The transactions detailed above have been accounted for as reverse takeover transactions and are capitalization 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.

On December 30, 2021, the Company has disposed the EGOOS BVI together with its subsidiaries and VIE to an individual at $1.

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

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

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

F-10

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

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

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

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Method of Accounting

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

B. Basis of presentation

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

C. Principles of Consolidation

The consolidated financial statements include the 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, 2021, the detailed identities of the consolidating subsidiaries were as follows:

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

F-11

As of December 31, 2020, the detailed identities of the consolidating subsidiaries were 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. (“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

On December 30, 2021, the Company entered into a stock sale and purchase agreement (the “Agreement”) with Terry Chu (the “Buyer”), pursuant to which the Company sold to Buyer (the “Disposal Transaction”) EGOOS Mobile Technology Company Limited, a British Virgin Islands corporation (“EGOOS”) and wholly-owned subsidiary of the Company, for an aggregate purchase price of $1.00 via selling all of EGOOS’ issued and outstanding share capital. Before their entry into the Agreement, no material relationship existed between the Company and the Buyer, on one hand, and EGOOS and the Buyer on the other hand. On December 30, 2021, the Company and Buyer consummated the Disposal Transaction set forth in the Agreement and as a result the Company completely disposed its legacy audio bank card business in the People’s Republic of China, which has ceased its meaningful operations since 2019.

D. 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.

E. 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.

G. 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.

H. 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.

I. Property, plant and equipment

Lands are carried at cost and no depreciation is provided.

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

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

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.

F-12

J. Intangible Assets

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

Digital assets

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

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

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

For the year ended December 31, 2021, the Company has recognized impairment loss of $13,589 of its digital assets.

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

Separable Intangible Asset - Customer-related intangible assets

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

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

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

K. Business combinations

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

L. Goodwill

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

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

F-13

M. Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment loss of its long-lived assets.

N. Long term investment

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

Equity securities without readily determinable fair values

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

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

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

Available-for-sale investments

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

O. Accounting for the Impairment of Long-lived assets

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

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

M. Income taxes

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

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

N. Stock-based compensation

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

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

F-14

For the years ended December 31, 2021 and 2020, $0 and $0 stock-based compensation was recognized.

O. 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.

Exchange rates	December 31, 2021		December 31, 2020
Year-end/period-end RMB : US$ exchange rate		6.4515		6.5249
Average annual/period RMB : US$ exchange rate		6.3757		6.9010

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.

P. Revenue recognition

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

Cryptocurrency

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

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

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

Rental income

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

Clubhouse services

Clubhouse income is recognised when services are rendered.

Q. Cost of revenue

Cryptocurrency

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

Clubhouse services

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

R. Earnings per share

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

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

F-15

S. 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.

T. 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.

U. 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 December 31, 2021:

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

As of December 31, 2020:

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

F-16

V. Recently issued accounting standards

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

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

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

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

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

F-17

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

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

NOTE 3. BUSINESS ACQUISITION

Acquisition of Center Florence, Inc.

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

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

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

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

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

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

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

F-18

NOTE 4. CASH AND CASH EQUIVALENTS

Cash consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Cash on hand	$	6,090	$	-
Cash in banks		2,871,366		3
Total cash	$	2,877,456	$	3

NOTE 5. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Accounts receivable	$	64,089	$	18,320
Less: allowance		-		(18,320	)
Less: impairment		-		-
Accounts receivable, net	$	64,089	$	-

NOTE 6. INVENTORY

Inventory consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Consumable store	$	2,673	$	-
Less: allowance		-		-
Less: impairment		-		-
Total	$	2,673	$	-

NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As of December 31, 2021			As of December 31, 2020
Land	$	18,148,238		$	-
Building and improvement		2,614,790			-
Furniture and equipment		261,397			-
Digital mining equipment		1,300,000			-
Motor vehicle		100,000			-
Office equipment		-			18,320
Office furniture		-			12,723
Total property and equipment		22,424,425			31,043
Less: accumulated depreciation		(1,284,233	)		(31,043	)
Less: impairment		-			-
Property, plant and equipment, net	$	21,140,192		$	-

Depreciation expense was $46,091 and $0, respectively for the years ended December 31, 2021 and 2020.

F-19

NOTE 8. INTANGIBLE ASSETS, NET

The intangible assets consisted of the following:

	As of December 31, 2021
Items	Gross Carrying Value		Accumulated Amortization			Impairment			Net Carrying Value
	$		$			$			$
Intangible assets not subject to amortization:
Goodwill (Note 9)		63,417		-			-			63,417
Digital assets		30,670		-			(13,589	)		17,081
Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		175,536		(2,923	)		-			172,613
Total		269,623		(2,923	)		(13,589	)		253,111

	As of December 31, 2020
Items	Gross Carrying Value		Accumulated Amortization		Impairment		Net Carrying Value
	$		$		$		$
Intangible assets not subject to amortization:
Goodwill (Note 9)		-		-		-		-
Digital assets		-		-		-		-
Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		-		-		-		-
Total		-		-		-		-

Digital assets

	As of December 31, 2021			As of December 31, 2020
Digital assets
Digital mining costs	$	30,670		$	-
Less: accumulated amortization		-			-
Less: impairment		(13,589	)		-
	$	17,081		$	-

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

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

F-20

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

No amortization on digital assets and the digital assets include Bitcoin as the year ended December 31, 2021.

Impairment on intangible assets was $13,589 and $0, respectively, for the years ended December 31, 2021 and 2020.

Customer-related intangible assets

	As of December 31, 2021			As of December 31, 2020
Separable Intangible Assets
Customer-related intangible assets	$	175,536		$	-
Less: accumulated amortization		(2,923	)		-
Less: impairment		-			-
	$	172,613		$	-

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

Amortization on Customer-related intangible assets was $2,923 and $0, respectively, for the years ended December 31, 2021 and 2020.

NOTE 9. GOODWILL

Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Beginning balance	$	-	$	-
Addition (Note 3)		63,417		-
Less: accumulated impairment loss		-		-
Less: disposal and write off		-		-
	$	63,417	$	-

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

F-21

NOTE 10. LONG TERM INVESTMENT

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

	As of December 31, 2021		As of December 31, 2020
Equity securities without readily determinable fair values
Archax Holdings Ltd.	$	500,000	$	-
Montis Digital Limited		250,000		-
		750,000		-
Available-for-sale investments				-
Archax Holdings Ltd.- Principal of Convertible note loan		106,289		-
Archax Holdings Ltd.- Interest on Convertible note loan		722		-
		107,011		-
				-
Total cost of long term investment		857,011		-
Less: impairment		-		-
	$	857,011	$	-

a) Equity securities without readily determinable fair values

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

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

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

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

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

b) Available-for-sale investments

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

Interest on Note was $723 and $0, respectively for the years ended December 31, 2021 and 2020.

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

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

F-22

NOTE 11. SHORT-TERM LOANS

Principal of short-term loans consisted of the following:

	As of December 31, 2021		As of December 31, 2020
7.00% bank loan, originally due July 15, 2020, but extended to December 31, 2022	$	166,777	$	-
		-		-
		-		-
Total	$	166,777	$	-

NOTE 12. LONG-TERM LOAN

Principal of long-term loans consisted of the following:

	As of December 31, 2021		As of December 31, 2020
6.00% bank loan, due April 10, 2024	$	1,133,959	$	-
3.75% U.S federal government SBA loan, due June 27, 2030		149,900		-
3.75% U.S. federal government SBA loan, due June 27, 2030		150,000		-
Total	$	1,433,859	$	-

NOTE 13. NOTE PAYABLES

Note payables consisted of the following:

	As of December 31, 2021		As of December 31, 2020
PX Global Advisors, LLC
Principal	$	2,000,000	$	-
Interest		10,959		-
Total	$	2,010,959	$	-

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

Interest expense was $10,959 and $0, respectively for the years ended December 31, 2021 and 2020.

NOTE 14. RELATED PARTY TRANSACTIONS

a) Long term investment

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

F-23

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

b) Property, plant and equipment

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

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

c) Related party payables

Related party payables consisted of the followings: 

	As of December 31, 2021		As of December 31, 2020
PX SPAC Capital Inc.
Principal	$	36,916	$	-
Interest		586		-
Total	$	37,502	$	-

The amount was provided as working capital to financial the Company’s operations. The amount is unsecured, 2% annual interest bearing and due on demand. Interest expense was $586 and $0, respectively for the years ended December 31, 2021 and 2020.

NOTE 15. Taxation

a) Corporate Income Taxes

The Company was incorporated in the United States of America (“USA”). The Company did not generate any taxable income from its operations for the years ended December 31, 2021 and 2020.

The Company was incorporated in the United States (“USA”) and subject to taxes in the United States. The Company did not generate any taxable income from its operations for the years ended December 31, 2020 and 2019. The Company has evaluated their respective income tax positions and has determined that they do not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through their income tax expense.

The Company is subject to franchise tax filing requirements in the State of Delaware.

The components of the income tax expense are as follows:

	Year ended December 31, 2021		Year ended December 31, 2020
Current	$	-	$	-
Deferred		-		-
Total	$	-	$	-

F-24

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 years ended December 31, 2020, and 2019, 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.

b) Deferred Taxes

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 December 31, 2020 and 2019, 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 asset.

c) Taxes Payable

Taxes payable consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Corporate income tax payable	$	-	$	-
Franchise tax payable		1,200		800
Other surtaxes payable		-		-
Total	$	1,200	$	800

NOTE 16. STOCKHOLDERS’ EQUITY

Common stock

As of December 31, 2021 and 2020, the Company has 100,000,000 shares of common stock authorized, 17,465,992 shares and 4,205,543* shares (before Reverse Stock Split: 21,027,713 shares) issued and outstanding at par value of $0.001 per share, respectively.

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

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

In connection with the Reverse Stock Split, our par value per share was no change at $0.001. The number of common stock outstanding and share capital has been changed accordingly.

F-25

Stock option compensation

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

For the years ended December 31, 2021 and 2020, no stock option has been issued.

NOTE 17. LOSS PER SHARE

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

	For the years ended December, 31
	2021			2020
Numerator:
Net loss	$	(1,466,916	)	$	(39,438	)
Denominator:
Weighted average number of common stock outstanding - basic and diluted		17,465,992			4,205,543	*
Loss per share – Basic and diluted:	$	(0.08399	)	$	(0.00938	)

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

NOTE 18. CONCENTRATION OF RISK

a) Major Customer

The Company had certain customers who represented 10% or more of the Company’s total sales. For years ended December 31, 2021 and 2020, the Company had one customer contributes for 10% or more of the Company’s total sales.

b) 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 years ended December 31, 2021 and 2020, there was no concentration in any specific vendor.

c) Credit Risk

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

F-26

NOTE 19. SIGNIFICANT EVENTS

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

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

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

On February 25, 2021, the holder of the majority outstanding voting stock of the Company restructured the board of directors (the “Board”) of the Company by removing Mei Yang, Zuyue Xiang and Minqin Tang from the Board and appointing the following individuals to the Board (the “New Board”): Jiang Hui, Hon Man Yun, Hong Chen, Xiaoyue Zhang and Ming Yi, effective immediately. Among the member of the New Board, Ming Yi shall serve as the Chair of the Audit Committee, Hong Chen the Chair of the Compensation Committee and Xiaoyue Zhang the Chair of the Nominating and Corporate Committee.

On February 25, 2021, the New Board removed Zuyue Xiang as the Chief Executive Officer (the “CEO”) and Zhenpeng Gao as the Chief Financial Officer (“CFO”) and appointed Jiang Hui as the new CEO and Hon Man Yun as the new CFO, effective immediately. The New Board believes that the new CEO and CFO shall use their best efforts to execute the Board’s vision to change the direction of the Company’s business.

On March 31, 2021 (the “Commencement Date”), the Company and Joseph Stone Capital, LLC (“JSC”) entered into an Advisory and Finder Agreement (the “Agreement”). Pursuant to the Agreement, JSC has been engaged to advise the Company on matters related to the Company’s capital market activities. Additionally, at the request of the Company, JSC will help the Company identify one or more investors, business and/or financing opportunities (each a “Target”).

Within two business days of the execution of the Agreement, the Company shall pay JSC an initial advisory fee equal to $12,500 plus $5,000 in non-accountable expenses. In addition, the Company shall pay JSC another $9,500 advisory fee, $3,000 escrow expense plus additional $5,000 in non-accountable expenses upon the closing of an initial transaction (if any) with investors identified by the Company. With respect to investors introduced to the Company directly or indirectly by JSC, JSC shall be paid a cash fee equal to ten percent of the gross proceeds raised by the Company from any such investor (the “Commission Fee”).

The Agreement shall continue in effect for a period of three (3) months from the Commencement Date and may be terminated upon thirty (30) days of written notice by either party after the three (3) months. Should the Company effectuate a transaction (as defined in the Agreement) with any of the Target(s) identified by Advisor in the eighteen (18)-month period after termination of Agreement, Advisor will be due the Commission Fee. JSC also has a right of first refusal with respect to any financings that the Company decides to commence during the 18-month period following the consummation of a Transaction (as defined in the Agreement”).

From April 7, 2021 to May 17, 2021, the Company entered into eight private placement subscription agreements (the “Subscription Agreements”) in connection with its private offering (the “Offering”) of the Company’s unregistered shares of common stock, par value $$0.001, with a total of eight (8) U.S. accredited investors, as defined under Rule 501 of Regulation D, and non-U.S. investors (individually, an “Investor” and collectively, the “Investors”), at a purchase price of $0.10 per share. This Offering was and is being conducted on a rolling basis and there is no minimum nor maximum offering amount to close this Offering. Each of the Subscription Agreements contained customary representations, warranties and covenants by the parties, regularly applied under industry standards. Each of the Investors acknowledged and agreed that any resale of the shares issued in connection with this Offering is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended.

On April 23, 2021, the Company entered into subscription agreements with five accredited investors for the sale and issuance of ten million and five hundred thousand shares (10,500,000) ordinary shares of the Company, $0.001 par value per share (“Ordinary Shares”) at a per-share price of $0.10 for aggregate gross proceeds of $1,050,000 (the “Private Placement I”). The subscription agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. The Company closed the Private Placement I on April 24, 2021 and intend to use the funds for working capital. No brokers or placement agents was involved. Our Private Placement I is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and/or Rule 506 of Regulation D and Regulation S thereunder, each as promulgated by the Securities and Exchange Commission (the “Commission”).

F-27

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

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

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

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

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

On July 19, 2021, the Company has entered into a Consulting Agreement with PX Global Advisors, LLC. for acting as advisor to assist the Company on business combination and listing on a U.S. national stock exchange for a consultancy fee of $1,500,000.

On July 29, 2021, the Company entered into subscription agreements with five accredited investors for the sale and issuance of seventeen million and eighty hundred thousand shares (17,800,000) Ordinary Shares at a per-share price of $0.10 for aggregate gross proceeds of $1,780,000 (the “Private Placement II”). The subscription agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. The Company closed the Private Placement II on July 30, 2021 and intend to use the funds for working capital. No brokers or placement agents was involved. Our Private Placement II is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and/or Rule 506 of Regulation D and Regulation S thereunder.

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

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

The offer and sale of the Note and the issuance of any shares issuable pursuant to the conversion of the Note are and shall be made in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

On December 30, 2021, the Company entered into a stock sale and purchase agreement (the “Agreement”) with Terry Chu (the “Buyer”), pursuant to which the Company sold to Buyer (the “Disposal Transaction”) EGOOS Mobile Technology Company Limited, a British Virgin Islands corporation (“EGOOS”) and wholly-owned subsidiary of the Company, for an aggregate purchase price of $1.00 via selling all of EGOOS’ issued and outstanding share capital. Before their entry into the Agreement, no material relationship existed between the Company and the Buyer, on one hand, and EGOOS and the Buyer on the other hand. On December 30, 2021, the Company and Buyer consummated the Disposal Transaction set forth in the Agreement and as a result the Company completely disposed its legacy audio bank card business in the People’s Republic of China, which has ceased its meaningful operations since 2019.

NOTE 21. SUBSEQUENT EVENTS

On January 12, 2022, New York Tech Capital, Inc., a New York corporation (“New York Tech”) and a wholly owned subsidiary of Wave Sync Corp. (the “Company”), entered into an international sales agreement (the “Agreement”) with Fortune Gear Limited (“Fortune”), pursuant to which the Company, through New York Tech, purchased 350 units of A1246 cryptocurrency mining machines (the “Products”) with mixed Hash performance of 83T, 85T and 87T. Before their entry into the Agreement, no material relationship existed between the Company or New York Tech and Fortune.

F-28

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

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

On February 1, 2022, Wave Sync Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from “Wave Sync Corp.” to “New York Holding Corp.” effective on February 4, 2022. The Certificate of Amendment and change of the corporate name do not and will not affect any right or obligation of the holders of the Company’s securities.

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

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

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

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

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

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

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

F-29

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Jiang Hui, certify that:

1	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Wave Sync Corp.;
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;
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;
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:
	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;
	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;
	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
	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 Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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):
	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
	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: May 24, 2022	By:	/s/ Jiang Hui
		Jiang Hui
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Hon Man Yun, certify that:

1	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Wave Sync Corp.;
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;
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;
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:
	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;
	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;
	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
	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 Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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):
	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
	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: May 24, 2022	By:	/s/ Hon Man Yun
		Hon Man Yun
		Chief Financial Officer
		(Principal Finance Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

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)

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), the undersigned officer of Wave Sync Corp. (the “Company”), does hereby certify with respect to the Annual Report of the Company on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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: May 24, 2022	/s/ Jiang Hui
	Jiang Hui
	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION

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)

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), the undersigned officer of Wave Sync Corp. (the “Company”), does hereby certify with respect to the Quarterly Report of the Company on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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: May 24, 2022	/s/ Hon Man Yun
	Hon Man Yun
	Chief Financial Officer
	(Principal Accounting Officer)

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	May 20, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	WAVE SYNC CORP.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		19,322,242
Entity Public Float			$ 44,369,052
Amendment Flag	false
Entity Central Index Key	0000860131
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-34113
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	74-2559866
Entity Address, Address Line One	19 West 44th Street
Entity Address, Address Line Two	Suite 1001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	+852
Local Phone Number	9804 7102
Entity Interactive Data Current	No
Auditor Name	Centurion ZD CPA & Co.
Auditor Location	Hong Kong, China
Auditor Firm ID	2769

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Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 2,877,456	$ 3
Accounts receivable, net of allowance	64,089
Inventory	2,673
Prepaid expenses	5,706
Deposit paid	99,553
Total Current Assets	3,049,477	3
Non-current assets
Property and equipment, net	21,140,192
Intangible assets, net	189,692
Long-term investment	857,011
Goodwill	63,417
Total Assets	25,299,789	3
Current liabilities
Accounts payable	340,826
Accrued expenses	100,278	71,044
Security deposits from customers	14,393
Short-term loans	166,777
Note payables	2,010,959
Taxes payable	1,200	800
Due to related parties	38,546
Total Current Liabilities	2,672,979	71,844
Long term loans	1,433,859
Deferred tax liabilities
Total Liabilities	4,106,838	71,844
Commitment and contingencies
Shareholders’ equity
Common Stock ($0.001 par value, 100,000,000 shares authorized, 17,465,992 and 4,205,543* shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively)	17,466	4,206
Additional paid in capital	23,465,830	27,314,316
Accumulated deficits	(2,290,345)	(27,131,839)
Accumulated other comprehensive loss		(258,524)
Total Shareholders’ Equity	21,192,951	(71,841)
Total Liabilities and Shareholders’ Equity	$ 25,299,789	$ 3

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Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	17,465,992	4,205,543
Common stock, shares outstanding	17,465,992	4,205,543

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Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 162,853
Cost of revenue	19,512
Gross profit	143,341
Operating expenses
General and administrative expenses	1,793,636	39,438
Impairment loss on intangible assets	13,589
Financial expenses	11,671	13
Total Operating expenses	1,818,896	39,451
Loss from operations	(1,675,555)	(39,451)
Other income (expenses)
Interest income	772
Interest expense
Gain on disposal of fixed assets	208,012
Other expenses	(144)
Loss on disposal of subsidiary	(2)
Total other (expenses) income, net	208,638
Loss before income tax expenses	(1,466,917)	(39,451)
Income tax expenses
Net loss	(1,466,917)	(39,451)
Other comprehensive loss
Foreign currency translation (loss) gain
Comprehensive loss	$ (1,466,917)	$ (39,451)
Weighted average number of shares, basic and diluted (in Shares)	17,465,992	4,205,543	[1]
Basic and diluted loss per share (in Dollars per share)	$ (0.08399)	$ (0.00938)

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

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (1,466,917)	$ (39,451)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	49,016
Impairment on intangible assets	13,589
Gain on disposal of fixed assets	(208,012)
Loss on disposal of subsidiary	2
Changes in operating assets and liabilities:
Accounts receivables	(15,011)
Inventory	(815)
Prepaid expenses	2,736
Deposit paid	(499,553)
Accounts payable	119,141
Accrued expenses	40,872	39,438
Other payables
Security deposits from customers
Due to related parties
Tax payable	400	400
Net cash (used in)/provided by operating activities	(1,565,278)	(13)
Cash flows from investing activities:
Purchases of property and equipment	(1,400,000)
Purchases of long term investment	(856,289)
Investment on intangible assets	(30,670)
Proceeds from disposal of property and equipment	416,462
Net cash (used in)/provided by investing activities	(1,870,497)
Cash flows from financing activities:
Proceeds from related party	36,916
Repayment of bank loan	(104,249)
Proceeds from issuance of shares	4,380,561
Proceeds from issuance of convertible note	2,000,000
Net cash provided by/ (used in) financing activities	6,313,228
Effect of exchange rate changes on cash
Net increase (decrease) in cash	2,877,453	(13)
Cash at beginning of year	3	16
Cash at end of year	2,877,456	3
Supplemental disclosure of cash flow information
Interest received
Interest paid	13	13
Income taxes paid
Non- cash financing activities
Forgiveness of loans from related parties
Undertaking of assets and liabilities by related parties

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Consolidated Statements of Changes in Shareholders’ Equity/(Deficiency) - USD ($)		Common Stock		Additional paid-in Capital	Accumulated deficit	Accumulated other comprehensive income	Total
Balance at Dec. 31, 2019		$ 4,206		$ 27,314,316	$ (27,092,388)	$ (258,524)	$ (32,390)
Balance (in Shares) at Dec. 31, 2019	[1]	4,205,543
Net (loss)					(39,451)		(39,451)
Foreign currency translation loss
Balance at Dec. 31, 2020		$ 4,206		27,314,316	(27,131,839)	(258,524)	(71,841)
Balance (in Shares) at Dec. 31, 2020	[1]	4,205,543
Net (loss)					(1,466,917)		(1,466,917)
Appropriations of statutory reserves				19,060			19,060
Proceeds from issuance of common stock		$ 8,660	[1]	4,303,992			4,312,652
Proceeds from issuance of common stock (in Shares)	[1]	8,660,000
Reverse split adjustments
Reverse split adjustments (in Shares)		449
Issuance of common stock for acquisition		$ 4,600		19,146,982	(751,582)		18,400,000
Issuance of common stock for acquisition (in Shares)		4,600,000
Disposal of subsidiary				(27,318,520)	27,059,993	258,524	(3)
Foreign currency translation loss
Balance at Dec. 31, 2021		$ 17,466		$ 23,465,830	$ (2,290,345)		$ 21,192,951
Balance (in Shares) at Dec. 31, 2021		17,465,992

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

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Organization and Principal Activities

12 Months Ended

Dec. 31, 2021

Organization and Principal Activities [Abstract]

ORGANIZATION AND PRINCIPAL ACTIVITIES

NOTE 1. ORGANIZATION AND PRINCIPAL ACTIVITIES

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

In June 2010, the Company ceased all operations conducted by its then subsidiaries: Ever Trend Investment Limited, Run Ze Yong Cheng (Beijing) Technology, San Teng Da Fei Technology, and Guang Hua Insurance Agency (“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. (“WOFE”), and Ding Neng Bio-tech. Ding Neng HK was incorporated under the laws of Hong Kong on September 10, 2010. Ding Neng HK did not have any operations. Ding Neng HK has been delinquent with its annual regulatory filings in Hong Kong, and should be considered dormant and defunct. Ding Neng HK was wholly-owned by Ding Neng Holdings. 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 theproduction, 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 toreceive substantially all of the economic benefits of Ding Neng Bio-tech in consideration for services provided by WFOE to DingNeng Bio-tech, (2) an Option Agreement with Xinfeng Nie, Sanfu Huang, and Shunlong Hu (the shareholders of Ding Neng Bio-tech) allowing the WFOE to acquire all the shares of Ding Neng Bio-tech as permitted by PRC laws, (3) a Voting Rights Proxy Agreement that provides WFOE with the all voting rights of the Ding Neng Bio-tech shareholders, and (4) an Equity Pledge Agreement that pledges the shares in Ding Neng Bio-tech to WFOE (VIE Agreements). These VIE Agreements granted effective control of Ding Neng Bio-tech to WFOE. On June 4, 2015, WFOE filed a civil action in Haicang District People’s Court of Xiamen, Fujian, PRC (the “Court”) against Ding Neng Bio-tech, alleging that the purposes of those certain executed VIE Agreements entered into by WFOE and Ding Neng Bio-Tech on October 28, 2010, had been frustrated, and that these VIE Agreements should be terminated. WFOE alleged that Ding Neng Bio-Tech did not make any payment of service fees to WFOE, and that Ding Neng Bio-Tech failed to perfect the security interest in the pledged stocks. On July 14, 2015, this case was settled via in-court mediation directed by the Court. As a result, WFOE and Ding Neng Bio-Tech entered into 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. (“WOFE”), a foreign investment enterprise organized under the laws of the PRC, and which has, through various contractual agreements known as variable interest entity (“VIE”) agreements. These VIE agreements provide the WOFE management control and the rights to the profits of Guangzhou Yuzhi Information Technology Co., Ltd., a corporation organized under the laws of the PRC as a variable interest entity (“GZYZ”), which owns 100% of Shenzhen Qianhai Exce-card Technology Co., Ltd., a Chinese corporation (“SQEC”), which owns 100% of Guangzhou Rongsheng Information Technology Co., Ltd., a Chinese corporation (“GZRS”) and the sole shareholder of EGOOS BVI. The VIE agreements include: (1) an Exclusive Service Agreement between WOFE and GZYZ, which entitles WOFE to receive substantially all of the economic benefits of GZYZ in consideration for services provided by WOFE to GZYZ, (2) a Call Option Agreement with the shareholders of GZYZ, Yang Wenbin and Li Ping, allowing the WOFE to acquire all the shares of GZYZ as permitted by PRC laws, (3) a Voting Rights Proxy Agreement that provides WOFE with the all voting rights of the GZYZ’s shareholders, and (4) an Equity Pledge Agreement that pledges the shares in GZYZ to WOFE. Management has assessed the terms of the VIE agreements and determined that the Company is the primary beneficiary of those agreements based on Management’s ability to direct the use and disposition of GZYZ assets including the payment of future profits to the Company. Management also determined the Company has implicitly provided financial support to GYZY; accordingly, Management believes that GZYZ and its subsidiaries should be consolidated as variable interest entities of the Company.

SQEC was incorporated on November 11, 2013. 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. (“GZYZ”) 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 RMB1,000,000. As of the date of this report, GZRS has not been capitalized.

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

The consolidated financial statements were prepared assuming that the Company has controlled EGOOS BVI and its intermediary holding companies, operating subsidiaries, and variable interest entities: EGOOS HK, WOFE, GZYZ, SQEC, and GZRS from the first period presented. The transactions detailed above have been accounted for as reverse takeover transactions and are capitalization 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.

On December 30, 2021, the Company has disposed the EGOOS BVI together with its subsidiaries and VIE to an individual at $1.

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

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

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

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

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

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

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

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

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Method of Accounting

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

B. Basis of presentation

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

C. Principles of Consolidation

The consolidated financial statements include the 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, 2021, the detailed identities of the consolidating subsidiaries were as follows:

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

As of December 31, 2020, the detailed identities of the consolidating subsidiaries were 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. (“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

On December 30, 2021, the Company entered into a stock sale and purchase agreement (the “Agreement”) with Terry Chu (the “Buyer”), pursuant to which the Company sold to Buyer (the “Disposal Transaction”) EGOOS Mobile Technology Company Limited, a British Virgin Islands corporation (“EGOOS”) and wholly-owned subsidiary of the Company, for an aggregate purchase price of $1.00 via selling all of EGOOS’ issued and outstanding share capital. Before their entry into the Agreement, no material relationship existed between the Company and the Buyer, on one hand, and EGOOS and the Buyer on the other hand. On December 30, 2021, the Company and Buyer consummated the Disposal Transaction set forth in the Agreement and as a result the Company completely disposed its legacy audio bank card business in the People’s Republic of China, which has ceased its meaningful operations since 2019.

D. 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.

E. 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.

G. 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.

H. 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.

I. Property, plant and equipment

Lands are carried at cost and no depreciation is provided.

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

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

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. Intangible Assets

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

Digital assets

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

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

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

For the year ended December 31, 2021, the Company has recognized impairment loss of $13,589 of its digital assets.

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

Separable Intangible Asset - Customer-related intangible assets

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

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

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

K. Business combinations

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

L. Goodwill

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

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

M. Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment loss of its long-lived assets.

N. Long term investment

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

Equity securities without readily determinable fair values

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

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

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

Available-for-sale investments

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

O. Accounting for the Impairment of Long-lived assets

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

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

M. Income taxes

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

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

N. 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, 2021 and 2020, $0 and $0 stock-based compensation was recognized.

O. 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.

Exchange rates	December 31, 2021		December 31, 2020
Year-end/period-end RMB : US$ exchange rate		6.4515		6.5249
Average annual/period RMB : US$ exchange rate		6.3757		6.9010

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.

P. Revenue recognition

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

Cryptocurrency

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

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

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

Rental income

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

Clubhouse services

Clubhouse income is recognised when services are rendered.

Q. Cost of revenue

Cryptocurrency

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

Clubhouse services

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

R. Earnings per share

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

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

S. 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.

T. 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.

U. 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 December 31, 2021:

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

As of December 31, 2020:

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

V. Recently issued accounting standards

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

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

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

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

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

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

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

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Business Acquisition

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

BUSINESS ACQUISITION

NOTE 3. BUSINESS ACQUISITION

Acquisition of Center Florence, Inc.

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

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

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

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

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

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

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

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Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS

NOTE 4. CASH AND CASH EQUIVALENTS

Cash consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Cash on hand	$	6,090	$	-
Cash in banks		2,871,366		3
Total cash	$	2,877,456	$	3

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Accounts Receivable

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE 5. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Accounts receivable	$	64,089	$	18,320
Less: allowance		-		(18,320	)
Less: impairment		-		-
Accounts receivable, net	$	64,089	$	-

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Inventory

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

INVENTORY

NOTE 6. INVENTORY

Inventory consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Consumable store	$	2,673	$	-
Less: allowance		-		-
Less: impairment		-		-
Total	$	2,673	$	-

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Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT, NET

NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As of December 31, 2021			As of December 31, 2020
Land	$	18,148,238		$	-
Building and improvement		2,614,790			-
Furniture and equipment		261,397			-
Digital mining equipment		1,300,000			-
Motor vehicle		100,000			-
Office equipment		-			18,320
Office furniture		-			12,723
Total property and equipment		22,424,425			31,043
Less: accumulated depreciation		(1,284,233	)		(31,043	)
Less: impairment		-			-
Property, plant and equipment, net	$	21,140,192		$	-

Depreciation expense was $46,091 and $0, respectively for the years ended December 31, 2021 and 2020.

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Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET

NOTE 8. INTANGIBLE ASSETS, NET

The intangible assets consisted of the following:

	As of December 31, 2021
Items	Gross Carrying Value		Accumulated Amortization			Impairment			Net Carrying Value
	$		$			$			$
Intangible assets not subject to amortization:
Goodwill (Note 9)		63,417		-			-			63,417
Digital assets		30,670		-			(13,589	)		17,081
Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		175,536		(2,923	)		-			172,613
Total		269,623		(2,923	)		(13,589	)		253,111

	As of December 31, 2020
Items	Gross Carrying Value		Accumulated Amortization		Impairment		Net Carrying Value
	$		$		$		$
Intangible assets not subject to amortization:
Goodwill (Note 9)		-		-		-		-
Digital assets		-		-		-		-
Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		-		-		-		-
Total		-		-		-		-

Digital assets

	As of December 31, 2021			As of December 31, 2020
Digital assets
Digital mining costs	$	30,670		$	-
Less: accumulated amortization		-			-
Less: impairment		(13,589	)		-
	$	17,081		$	-

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

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

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

No amortization on digital assets and the digital assets include Bitcoin as the year ended December 31, 2021.

Impairment on intangible assets was $13,589 and $0, respectively, for the years ended December 31, 2021 and 2020.

Customer-related intangible assets

	As of December 31, 2021			As of December 31, 2020
Separable Intangible Assets
Customer-related intangible assets	$	175,536		$	-
Less: accumulated amortization		(2,923	)		-
Less: impairment		-			-
	$	172,613		$	-

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

Amortization on Customer-related intangible assets was $2,923 and $0, respectively, for the years ended December 31, 2021 and 2020.

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Goodwill

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

NOTE 9. GOODWILL

Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Beginning balance	$	-	$	-
Addition (Note 3)		63,417		-
Less: accumulated impairment loss		-		-
Less: disposal and write off		-		-
	$	63,417	$	-

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

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Long Term Investment

12 Months Ended

Dec. 31, 2021

Long Term Investment [Abstract]

LONG TERM INVESTMENT

NOTE 10. LONG TERM INVESTMENT

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

	As of December 31, 2021		As of December 31, 2020
Equity securities without readily determinable fair values
Archax Holdings Ltd.	$	500,000	$	-
Montis Digital Limited		250,000		-
		750,000		-
Available-for-sale investments				-
Archax Holdings Ltd.- Principal of Convertible note loan		106,289		-
Archax Holdings Ltd.- Interest on Convertible note loan		722		-
		107,011		-
				-
Total cost of long term investment		857,011		-
Less: impairment		-		-
	$	857,011	$	-

a) Equity securities without readily determinable fair values

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

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

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

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

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

b) Available-for-sale investments

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

Interest on Note was $723 and $0, respectively for the years ended December 31, 2021 and 2020.

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

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

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Short-Term Loans

12 Months Ended

Dec. 31, 2021

Short-Term Loans [Abstract]

SHORT-TERM LOANS

NOTE 11. SHORT-TERM LOANS

Principal of short-term loans consisted of the following:

	As of December 31, 2021		As of December 31, 2020
7.00% bank loan, originally due July 15, 2020, but extended to December 31, 2022	$	166,777	$	-
		-		-
		-		-
Total	$	166,777	$	-

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Long-Term Loan

12 Months Ended

Dec. 31, 2021

Long Term Loan [Abstract]

LONG-TERM LOAN

NOTE 12. LONG-TERM LOAN

Principal of long-term loans consisted of the following:

	As of December 31, 2021		As of December 31, 2020
6.00% bank loan, due April 10, 2024	$	1,133,959	$	-
3.75% U.S federal government SBA loan, due June 27, 2030		149,900		-
3.75% U.S. federal government SBA loan, due June 27, 2030		150,000		-
Total	$	1,433,859	$	-

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Note Payables

12 Months Ended

Dec. 31, 2021

Short-Term Loans [Abstract]

NOTE PAYABLES

NOTE 13. NOTE PAYABLES

Note payables consisted of the following:

	As of December 31, 2021		As of December 31, 2020
PX Global Advisors, LLC
Principal	$	2,000,000	$	-
Interest		10,959		-
Total	$	2,010,959	$	-

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

Interest expense was $10,959 and $0, respectively for the years ended December 31, 2021 and 2020.

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Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 14. RELATED PARTY TRANSACTIONS

a) Long term investment

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

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

b) Property, plant and equipment

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

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

c) Related party payables

Related party payables consisted of the followings: 

	As of December 31, 2021		As of December 31, 2020
PX SPAC Capital Inc.
Principal	$	36,916	$	-
Interest		586		-
Total	$	37,502	$	-

The amount was provided as working capital to financial the Company’s operations. The amount is unsecured, 2% annual interest bearing and due on demand. Interest expense was $586 and $0, respectively for the years ended December 31, 2021 and 2020.

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Taxation

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

TAXATION

NOTE 15. Taxation

a) Corporate Income Taxes

The Company was incorporated in the United States of America (“USA”). The Company did not generate any taxable income from its operations for the years ended December 31, 2021 and 2020.

The Company was incorporated in the United States (“USA”) and subject to taxes in the United States. The Company did not generate any taxable income from its operations for the years ended December 31, 2020 and 2019. The Company has evaluated their respective income tax positions and has determined that they do not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through their income tax expense.

The Company is subject to franchise tax filing requirements in the State of Delaware.

The components of the income tax expense are as follows:

	Year ended December 31, 2021		Year ended December 31, 2020
Current	$	-	$	-
Deferred		-		-
Total	$	-	$	-

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 years ended December 31, 2020, and 2019, 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.

b) Deferred Taxes

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 December 31, 2020 and 2019, 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 asset.

c) Taxes Payable

Taxes payable consisted of the following:

	As of December 31, 2021		As of December 31, 2020
Corporate income tax payable	$	-	$	-
Franchise tax payable		1,200		800
Other surtaxes payable		-		-
Total	$	1,200	$	800

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Stockholders’ Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 16. STOCKHOLDERS’ EQUITY

Common stock

As of December 31, 2021 and 2020, the Company has 100,000,000 shares of common stock authorized, 17,465,992 shares and 4,205,543* shares (before Reverse Stock Split: 21,027,713 shares) issued and outstanding at par value of $0.001 per share, respectively.

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

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

In connection with the Reverse Stock Split, our par value per share was no change at $0.001. The number of common stock outstanding and share capital has been changed accordingly.

Stock option compensation

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

For the years ended December 31, 2021 and 2020, no stock option has been issued.

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Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

LOSS PER SHARE

NOTE 17. LOSS PER SHARE

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

	For the years ended December, 31
	2021			2020
Numerator:
Net loss	$	(1,466,916	)	$	(39,438	)
Denominator:
Weighted average number of common stock outstanding - basic and diluted		17,465,992			4,205,543	*
Loss per share – Basic and diluted:	$	(0.08399	)	$	(0.00938	)

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

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Concentration of Risk

12 Months Ended

Dec. 31, 2021

Risks and Uncertainties [Abstract]

CONCENTRATION OF RISK

NOTE 18. CONCENTRATION OF RISK

a) Major Customer

The Company had certain customers who represented 10% or more of the Company’s total sales. For years ended December 31, 2021 and 2020, the Company had one customer contributes for 10% or more of the Company’s total sales.

b) 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 years ended December 31, 2021 and 2020, there was no concentration in any specific vendor.

c) Credit Risk

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

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Significant Events

12 Months Ended

Dec. 31, 2021

Significant Events [Abstract]

SIGNIFICANT EVENTS

NOTE 19. SIGNIFICANT EVENTS

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

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

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

On February 25, 2021, the holder of the majority outstanding voting stock of the Company restructured the board of directors (the “Board”) of the Company by removing Mei Yang, Zuyue Xiang and Minqin Tang from the Board and appointing the following individuals to the Board (the “New Board”): Jiang Hui, Hon Man Yun, Hong Chen, Xiaoyue Zhang and Ming Yi, effective immediately. Among the member of the New Board, Ming Yi shall serve as the Chair of the Audit Committee, Hong Chen the Chair of the Compensation Committee and Xiaoyue Zhang the Chair of the Nominating and Corporate Committee.

On February 25, 2021, the New Board removed Zuyue Xiang as the Chief Executive Officer (the “CEO”) and Zhenpeng Gao as the Chief Financial Officer (“CFO”) and appointed Jiang Hui as the new CEO and Hon Man Yun as the new CFO, effective immediately. The New Board believes that the new CEO and CFO shall use their best efforts to execute the Board’s vision to change the direction of the Company’s business.

On March 31, 2021 (the “Commencement Date”), the Company and Joseph Stone Capital, LLC (“JSC”) entered into an Advisory and Finder Agreement (the “Agreement”). Pursuant to the Agreement, JSC has been engaged to advise the Company on matters related to the Company’s capital market activities. Additionally, at the request of the Company, JSC will help the Company identify one or more investors, business and/or financing opportunities (each a “Target”).

Within two business days of the execution of the Agreement, the Company shall pay JSC an initial advisory fee equal to $12,500 plus $5,000 in non-accountable expenses. In addition, the Company shall pay JSC another $9,500 advisory fee, $3,000 escrow expense plus additional $5,000 in non-accountable expenses upon the closing of an initial transaction (if any) with investors identified by the Company. With respect to investors introduced to the Company directly or indirectly by JSC, JSC shall be paid a cash fee equal to ten percent of the gross proceeds raised by the Company from any such investor (the “Commission Fee”).

The Agreement shall continue in effect for a period of three (3) months from the Commencement Date and may be terminated upon thirty (30) days of written notice by either party after the three (3) months. Should the Company effectuate a transaction (as defined in the Agreement) with any of the Target(s) identified by Advisor in the eighteen (18)-month period after termination of Agreement, Advisor will be due the Commission Fee. JSC also has a right of first refusal with respect to any financings that the Company decides to commence during the 18-month period following the consummation of a Transaction (as defined in the Agreement”).

From April 7, 2021 to May 17, 2021, the Company entered into eight private placement subscription agreements (the “Subscription Agreements”) in connection with its private offering (the “Offering”) of the Company’s unregistered shares of common stock, par value $$0.001, with a total of eight (8) U.S. accredited investors, as defined under Rule 501 of Regulation D, and non-U.S. investors (individually, an “Investor” and collectively, the “Investors”), at a purchase price of $0.10 per share. This Offering was and is being conducted on a rolling basis and there is no minimum nor maximum offering amount to close this Offering. Each of the Subscription Agreements contained customary representations, warranties and covenants by the parties, regularly applied under industry standards. Each of the Investors acknowledged and agreed that any resale of the shares issued in connection with this Offering is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended.

On April 23, 2021, the Company entered into subscription agreements with five accredited investors for the sale and issuance of ten million and five hundred thousand shares (10,500,000) ordinary shares of the Company, $0.001 par value per share (“Ordinary Shares”) at a per-share price of $0.10 for aggregate gross proceeds of $1,050,000 (the “Private Placement I”). The subscription agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. The Company closed the Private Placement I on April 24, 2021 and intend to use the funds for working capital. No brokers or placement agents was involved. Our Private Placement I is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and/or Rule 506 of Regulation D and Regulation S thereunder, each as promulgated by the Securities and Exchange Commission (the “Commission”).

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

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

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

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

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

On July 19, 2021, the Company has entered into a Consulting Agreement with PX Global Advisors, LLC. for acting as advisor to assist the Company on business combination and listing on a U.S. national stock exchange for a consultancy fee of $1,500,000.

On July 29, 2021, the Company entered into subscription agreements with five accredited investors for the sale and issuance of seventeen million and eighty hundred thousand shares (17,800,000) Ordinary Shares at a per-share price of $0.10 for aggregate gross proceeds of $1,780,000 (the “Private Placement II”). The subscription agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. The Company closed the Private Placement II on July 30, 2021 and intend to use the funds for working capital. No brokers or placement agents was involved. Our Private Placement II is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and/or Rule 506 of Regulation D and Regulation S thereunder.

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

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

The offer and sale of the Note and the issuance of any shares issuable pursuant to the conversion of the Note are and shall be made in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

On December 30, 2021, the Company entered into a stock sale and purchase agreement (the “Agreement”) with Terry Chu (the “Buyer”), pursuant to which the Company sold to Buyer (the “Disposal Transaction”) EGOOS Mobile Technology Company Limited, a British Virgin Islands corporation (“EGOOS”) and wholly-owned subsidiary of the Company, for an aggregate purchase price of $1.00 via selling all of EGOOS’ issued and outstanding share capital. Before their entry into the Agreement, no material relationship existed between the Company and the Buyer, on one hand, and EGOOS and the Buyer on the other hand. On December 30, 2021, the Company and Buyer consummated the Disposal Transaction set forth in the Agreement and as a result the Company completely disposed its legacy audio bank card business in the People’s Republic of China, which has ceased its meaningful operations since 2019.

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Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 21. SUBSEQUENT EVENTS

On January 12, 2022, New York Tech Capital, Inc., a New York corporation (“New York Tech”) and a wholly owned subsidiary of Wave Sync Corp. (the “Company”), entered into an international sales agreement (the “Agreement”) with Fortune Gear Limited (“Fortune”), pursuant to which the Company, through New York Tech, purchased 350 units of A1246 cryptocurrency mining machines (the “Products”) with mixed Hash performance of 83T, 85T and 87T. Before their entry into the Agreement, no material relationship existed between the Company or New York Tech and Fortune.

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

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

On February 1, 2022, Wave Sync Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from “Wave Sync Corp.” to “New York Holding Corp.” effective on February 4, 2022. The Certificate of Amendment and change of the corporate name do not and will not affect any right or obligation of the holders of the Company’s securities.

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

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

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

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

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

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

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

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Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Method of Accounting

A. Method of Accounting

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

Basis of presentation

B. Basis of presentation

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

Principles of Consolidation

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

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

As of December 31, 2020, the detailed identities of the consolidating subsidiaries were 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. (“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

On December 30, 2021, the Company entered into a stock sale and purchase agreement (the “Agreement”) with Terry Chu (the “Buyer”), pursuant to which the Company sold to Buyer (the “Disposal Transaction”) EGOOS Mobile Technology Company Limited, a British Virgin Islands corporation (“EGOOS”) and wholly-owned subsidiary of the Company, for an aggregate purchase price of $1.00 via selling all of EGOOS’ issued and outstanding share capital. Before their entry into the Agreement, no material relationship existed between the Company and the Buyer, on one hand, and EGOOS and the Buyer on the other hand. On December 30, 2021, the Company and Buyer consummated the Disposal Transaction set forth in the Agreement and as a result the Company completely disposed its legacy audio bank card business in the People’s Republic of China, which has ceased its meaningful operations since 2019.

Use of estimates

D. 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

E. 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.

Cash and cash equivalents

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.

Accounts receivable

G. 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

H. 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

I. Property, plant and equipment

Lands are carried at cost and no depreciation is provided.

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

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

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.

Intangible Assets

J. Intangible Assets

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

Digital assets

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

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

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

For the year ended December 31, 2021, the Company has recognized impairment loss of $13,589 of its digital assets.

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

Separable Intangible Asset - Customer-related intangible assets

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

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

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

Business combinations

K. Business combinations

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

Goodwill

L. Goodwill

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

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

Impairment of Long-lived Assets

M. Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment loss of its long-lived assets.

Long term investment

N. Long term investment

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

Equity securities without readily determinable fair values

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

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

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

Available-for-sale investments

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

Accounting for the Impairment of Long-lived assets

O. Accounting for the Impairment of Long-lived assets

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

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

Income taxes

M. Income taxes

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

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

Stock-based compensation

N. 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, 2021 and 2020, $0 and $0 stock-based compensation was recognized.

Foreign currency translation

O. 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.

Exchange rates	December 31, 2021		December 31, 2020
Year-end/period-end RMB : US$ exchange rate		6.4515		6.5249
Average annual/period RMB : US$ exchange rate		6.3757		6.9010

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

P. Revenue recognition

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

Cryptocurrency

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

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

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

Rental income

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

Clubhouse services

Clubhouse income is recognised when services are rendered.

Cost of revenue

Q. Cost of revenue

Cryptocurrency

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

Clubhouse services

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

Earnings per share

R. Earnings per share

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

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

Comprehensive loss

S. 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

T. 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

U. 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 December 31, 2021:

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

As of December 31, 2020:

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

Recently issued accounting standards

V. Recently issued accounting standards

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

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

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

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

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

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

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

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of consolidating subsidiaries

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

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. (“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

Schedule of estimated useful lives of plant and equipment

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

Schedule of foreign currency translation exchange rates

Exchange rates	December 31, 2021		December 31, 2020
Year-end/period-end RMB : US$ exchange rate		6.4515		6.5249
Average annual/period RMB : US$ exchange rate		6.3757		6.9010

Schedule of financial assets and liabilities at fair value

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

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

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Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule of purchase price acquisition

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

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Cash and Cash Equivalents (Tables)

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Schedule of cash and cash equivalents

	As of December 31, 2021		As of December 31, 2020
Cash on hand	$	6,090	$	-
Cash in banks		2,871,366		3
Total cash	$	2,877,456	$	3

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Schedule of accounts receivable

	As of December 31, 2021		As of December 31, 2020
Accounts receivable	$	64,089	$	18,320
Less: allowance		-		(18,320	)
Less: impairment		-		-
Accounts receivable, net	$	64,089	$	-

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Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of inventory

	As of December 31, 2021		As of December 31, 2020
Consumable store	$	2,673	$	-
Less: allowance		-		-
Less: impairment		-		-
Total	$	2,673	$	-

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Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property plant and equipment net

	As of December 31, 2021			As of December 31, 2020
Land	$	18,148,238		$	-
Building and improvement		2,614,790			-
Furniture and equipment		261,397			-
Digital mining equipment		1,300,000			-
Motor vehicle		100,000			-
Office equipment		-			18,320
Office furniture		-			12,723
Total property and equipment		22,424,425			31,043
Less: accumulated depreciation		(1,284,233	)		(31,043	)
Less: impairment		-			-
Property, plant and equipment, net	$	21,140,192		$	-

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Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

	As of December 31, 2021
Items	Gross Carrying Value		Accumulated Amortization			Impairment			Net Carrying Value
	$		$			$			$
Intangible assets not subject to amortization:
Goodwill (Note 9)		63,417		-			-			63,417
Digital assets		30,670		-			(13,589	)		17,081
Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		175,536		(2,923	)		-			172,613
Total		269,623		(2,923	)		(13,589	)		253,111

	As of December 31, 2020
Items	Gross Carrying Value		Accumulated Amortization		Impairment		Net Carrying Value
	$		$		$		$
Intangible assets not subject to amortization:
Goodwill (Note 9)		-		-		-		-
Digital assets		-		-		-		-
Intangible assets subject to amortization:
--5-year life:
Customer-related intangible assets		-		-		-		-
Total		-		-		-		-

Schedule of cryptocurrency mining and customer-related intangible assets

	As of December 31, 2021			As of December 31, 2020
Digital assets
Digital mining costs	$	30,670		$	-
Less: accumulated amortization		-			-
Less: impairment		(13,589	)		-
	$	17,081		$	-

	As of December 31, 2021			As of December 31, 2020
Separable Intangible Assets
Customer-related intangible assets	$	175,536		$	-
Less: accumulated amortization		(2,923	)		-
Less: impairment		-			-
	$	172,613		$	-

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of carrying amount of goodwill

	As of December 31, 2021		As of December 31, 2020
Beginning balance	$	-	$	-
Addition (Note 3)		63,417		-
Less: accumulated impairment loss		-		-
Less: disposal and write off		-		-
	$	63,417	$	-

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Long Term Investment (Tables)

12 Months Ended

Dec. 31, 2021

Long Term Investment [Abstract]

Schedule of long-term investment

	As of December 31, 2021		As of December 31, 2020
Equity securities without readily determinable fair values
Archax Holdings Ltd.	$	500,000	$	-
Montis Digital Limited		250,000		-
		750,000		-
Available-for-sale investments				-
Archax Holdings Ltd.- Principal of Convertible note loan		106,289		-
Archax Holdings Ltd.- Interest on Convertible note loan		722		-
		107,011		-
				-
Total cost of long term investment		857,011		-
Less: impairment		-		-
	$	857,011	$	-

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Short-Term Loans (Tables)

12 Months Ended

Dec. 31, 2021

Short-Term Loans [Abstract]

Schedule of Principal of short-term loans

	As of December 31, 2021		As of December 31, 2020
7.00% bank loan, originally due July 15, 2020, but extended to December 31, 2022	$	166,777	$	-
		-		-
		-		-
Total	$	166,777	$	-

XML

Long-Term Loan (Tables)

12 Months Ended

Dec. 31, 2021

Long Term Loan [Abstract]

Schedule of principal of long-term loans

	As of December 31, 2021		As of December 31, 2020
6.00% bank loan, due April 10, 2024	$	1,133,959	$	-
3.75% U.S federal government SBA loan, due June 27, 2030		149,900		-
3.75% U.S. federal government SBA loan, due June 27, 2030		150,000		-
Total	$	1,433,859	$	-

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Note Payables (Tables)

12 Months Ended

Dec. 31, 2021

Short-Term Loans [Abstract]

Schedule of note payables

	As of December 31, 2021		As of December 31, 2020
PX Global Advisors, LLC
Principal	$	2,000,000	$	-
Interest		10,959		-
Total	$	2,010,959	$	-

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

Schedule of related party payables

	As of December 31, 2021		As of December 31, 2020
PX SPAC Capital Inc.
Principal	$	36,916	$	-
Interest		586		-
Total	$	37,502	$	-

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Taxation (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of income tax expense

	Year ended December 31, 2021		Year ended December 31, 2020
Current	$	-	$	-
Deferred		-		-
Total	$	-	$	-

Schedule of taxes payable

	As of December 31, 2021		As of December 31, 2020
Corporate income tax payable	$	-	$	-
Franchise tax payable		1,200		800
Other surtaxes payable		-		-
Total	$	1,200	$	800

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Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of reconciliation of basic and diluted earnings per share

	For the years ended December, 31
	2021			2020
Numerator:
Net loss	$	(1,466,916	)	$	(39,438	)
Denominator:
Weighted average number of common stock outstanding - basic and diluted		17,465,992			4,205,543	*
Loss per share – Basic and diluted:	$	(0.08399	)	$	(0.00938	)

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Organization and Principal Activities (Details)					1 Months Ended								12 Months Ended
	Feb. 04, 2016 shares	Jul. 14, 2015 USD ($)	Jul. 14, 2015 CNY (¥)	Dec. 06, 2010 $ / shares shares	Nov. 18, 2021	Oct. 26, 2021	Oct. 19, 2015	Jul. 24, 2015 USD ($)	Jul. 24, 2015 CNY (¥)	Jan. 28, 2015 USD ($)	Jan. 28, 2015 CNY (¥)	Oct. 28, 2010	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 shares	Mar. 16, 2015 CNY (¥)
Organization and Principal Activities (Details) [Line Items]
Acquired interest from investment holdings company													100.00%
Business combination, consideration transferred description													(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.
Service fee percentage						12.00%
Initial service term						3 years
Purchase exchange agreement description					the Company entered into a Share Purchase/Exchange Agreement (the “Agreement”) with Center Florence Holding LLC (“Center Florence Holding”) and Center Florence, Inc. (“Center Florence”), a wholly-owned subsidiary of Center Florence Holding. Under the Agreement, Parent will sell and transfer one hundred percent (100%) of its shares in the Center Florence to the Company in exchange for four million six hundred thousand (4,600,000) shares (the “Exchange Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share, at an agreed price of $4.00 per share of the Common Stock for a total valuation of $18,400,000 of the Company. On December 1, 2021, the share exchange transaction was closed and the Center Florence being wholly-owned subsidiary of the Company.
Common stock shares issued (in Shares)													17,465,992	4,205,543
Intangible assets (in Dollars) | $													$ 175,536
Goodwil (in Dollars) | $													$ 63,417
EGOOS Mobile Technology Company Limited [Member]
Organization and Principal Activities (Details) [Line Items]
Note converted into share (in Shares)													15,000,000
Common Stock [Member]
Organization and Principal Activities (Details) [Line Items]
Issuance of common stock for acquisition (in Shares)													4,600,000
Ding Neng Holdings [Member]
Organization and Principal Activities (Details) [Line Items]
Acquired interest from investment holdings company				100.00%
Issuance of common stock for acquisition (in Shares)				26,162,505
Common stock par value (in Dollars per share) | $ / shares				$ 0.001
Litigation settlement fee		$ 1,610.5	¥ 10,000
Shenzhen Qianhai Exce-card Technology Co., Ltd. [Member]
Organization and Principal Activities (Details) [Line Items]
Business combination, consideration transferred								$ 1,629,062	¥ 10,000,000	$ 1,629,062	¥ 10,000,000
Xiang Zuyue [Member]
Organization and Principal Activities (Details) [Line Items]
Acquired interest from investment holdings company										40.00%	40.00%
Business combination, consideration transferred										$ 651,625	¥ 4,000,000
Guangzhou Rongsheng Information Technology Co., Ltd. [Member]
Organization and Principal Activities (Details) [Line Items]
Authorized capital (in Yuan Renminbi) | ¥															¥ 1,000,000
EGOOS Mobile Technology Company Limited [Member]
Organization and Principal Activities (Details) [Line Items]
Acquired interest from investment holdings company													100.00%
Note converted into share (in Shares)	15,000,000
Subsidiaries and VIE to an individual (in Dollars) | $													$ 1
Center Florence Holding LLC [Member] | Common Stock [Member]
Organization and Principal Activities (Details) [Line Items]
Common stock shares issued (in Shares)													(100)
EGOOS Mobile Technology Company Limited [Member]
Organization and Principal Activities (Details) [Line Items]
Ownership percenatge							100.00%
Shenzhen Co., Ltd [Member]
Organization and Principal Activities (Details) [Line Items]
Ownership percenatge							100.00%
Shenzhen Qianhai Exce-card Technology Co., Ltd. [Member]
Organization and Principal Activities (Details) [Line Items]
Ownership percenatge							100.00%
Guangzhou Rongsheng Information Technology Co., Ltd. [Member]
Organization and Principal Activities (Details) [Line Items]
Ownership percenatge							100.00%
Center Florence Holding LLC [Member]
Organization and Principal Activities (Details) [Line Items]
Purchase exchange agreement description					the Company entered into a Share Purchase/Exchange Agreement (the “Agreement”) with Center Florence Holding LLC (“Center Florence Holding”) and Center Florence, Inc. (“Center Florence”), a wholly-owned subsidiary of Center Florence Holding. Under the Agreement, Center Florence Holding will sell and transfer one hundred percent (100%) of its shares in the Center Florence to the Company in exchange for four million six hundred thousand (4,600,000) shares (the “Exchange Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share, at an agreed price of $4.00 per share of the Common Stock for a total valuation of $18,400,000 of the Company. On December 1, 2021, the share exchange transaction was closed and the Center Florence being wholly-owned subsidiary of the Company.
Subsidiary of Common Parent [Member] | Ding Neng Holdings [Member]
Organization and Principal Activities (Details) [Line Items]
Entity agreements, description												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 toreceive substantially all of the economic benefits of Ding Neng Bio-tech in consideration for services provided by WFOE to DingNeng Bio-tech, (2) an Option Agreement with Xinfeng Nie, Sanfu Huang, and Shunlong Hu (the shareholders of Ding Neng Bio-tech) allowing the WFOE to acquire all the shares of Ding Neng Bio-tech as permitted by PRC laws, (3) a Voting Rights Proxy Agreement that provides WFOE with the all voting rights of the Ding Neng Bio-tech shareholders, and (4) an Equity Pledge Agreement that pledges the shares in Ding Neng Bio-tech to WFOE (VIE Agreements).

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Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of consolidated financial statements	100.00%
Aggregate of price per share (in Dollars per share)		$ 1
Impairment loss of digital assets	$ 13,589
Stock based compensation	$ 0	$ 0
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Straight-line method with a salvage value	0%
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Straight-line method with a salvage value	10%

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Summary of Significant Accounting Policies (Details) - Schedule of consolidating subsidiaries - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
New York Link Capital (“NY Link”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company	New York Link Capital Inc. (“NY Link”)
Place of incorporation	New York
Attributable equity interest %	100.00%
Registered capital	$ 100
New York Link Capital (“NY Link”) One [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company	New York Tech Capital Inc. (“NY Tech”)
Place of incorporation	New York
Attributable equity interest %	100.00%
Registered capital	$ 100
Center Florence, Inc. [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company	Center Florence, Inc.
Place of incorporation	Delaware
Attributable equity interest %	100.00%
Registered capital	$ 1
Center St. Louis LLC (“St. Louis”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company	Center St. Louis LLC (“St. Louis”)
Place of incorporation	Delaware
Attributable equity interest %	100.00%
Registered capital	$ 1,000
Royal Park, LLC (“Royal Park”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company	Royal Park, LLC (“Royal Park”)
Place of incorporation	South Carolina
Attributable equity interest %	100.00%
Registered capital	$ 1,000
Florence Development, LLC. (“Florence”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company	Florence Development, LLC. (“Florence”)
Place of incorporation	Delaware
Attributable equity interest %	100.00%
Registered capital	$ 1,000
EGOOS Mobile Technology Company Limited (“EGOOS BVI”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company		EGOOS Mobile Technology Company Limited (“EGOOS BVI”)
Place of incorporation		BVI
Attributable equity interest %		100.00%
Registered capital		$ 1
EGOOS Mobile Technology Company Limited (“EGOOS HK”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company		EGOOS Mobile Technology Company Limited (“EGOOS HK”)
Place of incorporation		Hong Kong
Attributable equity interest %		100.00%
Registered capital		$ 1,290
Move the Purchase Consulting Management (Shenzhen) Co., Ltd. (“WOFE”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company		Move the Purchase Consulting Management (Shenzhen) Co., Ltd. (“WOFE”)
Place of incorporation		P.R.C
Attributable equity interest %		100.00%
Registered capital
Guangzhou Yuzhi Information Technology Co., Ltd. (“GZYZ”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company		Guangzhou Yuzhi Information Technology Co., Ltd. (“GZYZ”)
Place of incorporation		P.R.C
Attributable equity interest %		100.00%
Registered capital		$ 150,527
Shenzhen Qianhai Exce-card Technology Co., Ltd. (“SQEC”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company		Shenzhen Qianhai Exce-card Technology Co., Ltd. (“SQEC”)
Place of incorporation		P.R.C
Attributable equity interest %		100.00%
Registered capital		$ 150,527
Guangzhou Rongsheng Information Technology Co., Ltd. (“GZRS”) [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Name of Company		Guangzhou Rongsheng Information Technology Co., Ltd. (“GZRS”)
Place of incorporation		P.R.C
Attributable equity interest %		100.00%
Registered capital		$ 1,505,267

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Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment	12 Months Ended
	Dec. 31, 2021
Building and improvement [Member] | Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	15 years
Building and improvement [Member] | Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	40 years
Furniture and equipment [Member] | Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	5 years
Furniture and equipment [Member] | Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	28 years
Digital mining machine [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	5 years
Office equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	3 years
Office furniture [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	5 years
Motor vehicle [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful lives of plant and equipment	5 years

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Summary of Significant Accounting Policies (Details) - Schedule of foreign currency translation exchange rates	Dec. 31, 2021	Dec. 31, 2020
Year-end/period-end RMB : US$ exchange rate [Member]
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Foreign currency translation, exchange rates	6.4515	6.5249
Average annual/period RMB : US$ exchange rate [Member]
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Foreign currency translation, exchange rates	6.3757	6.901

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Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities at fair value - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities at fair value [Line Items]
Cash	$ 2,877,456	$ 3
Total financial assets	2,877,456	3
Quoted in Active Markets for Identical Assets (Level 1) [Member]
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities at fair value [Line Items]
Cash	2,877,456	3
Total financial assets	2,877,456	3
Significant Other Observable Inputs (Level 3) [Member]
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities at fair value [Line Items]
Cash
Total financial assets
Significant Unobservable Inputs (Level 3) [Member]
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities at fair value [Line Items]
Cash
Total financial assets

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Business Acquisition (Details)	1 Months Ended
	Nov. 18, 2021 USD ($) $ / shares shares
Business Acquisition (Details) [Line Items]
Par value	$ 0.001
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition (Details) [Line Items]
Agreement percentage	100.00%
Exchange shares (in Shares) | shares	4,600,000
Agreed price per share	$ 4
Total valuation (in Dollars) | $	$ 18,400,000

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Business Acquisition (Details) - Schedule of purchase price acquisition	Dec. 01, 2021 USD ($)
Schedule of purchase price acquisition [Abstract]
Cash and cash equivalents	$ 48,850
Net assets acquired, excluding cash and cash equivalents, related parties balances and property, plant and equipment, net	(1,882,537)
Property, plant and equipment, net	19,994,734
Separable Intangible Assets - Customer-related intangible assets	175,536
Goodwill	63,417
Total purchase consideration	$ 18,400,000

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Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of cash and cash equivalents [Abstract]
Cash on hand	$ 6,090
Cash in banks	2,871,366	3
Total cash	$ 2,877,456	$ 3

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Accounts Receivable (Details) - Schedule of accounts receivable - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of accounts receivable [Abstract]
Accounts receivable	$ 64,089	$ 18,320
Less: allowance		(18,320)
Less: impairment
Accounts receivable, net	$ 64,089

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Inventory (Details) - Schedule of inventory - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of inventory [Abstract]
Consumable store	$ 2,673
Less: allowance
Less: impairment
Total	$ 2,673

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Property, Plant and Equipment, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 46,091	$ 0

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Property, Plant and Equipment, Net (Details) - Schedule of property plant and equipment net - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 22,424,425	$ 31,043
Less: accumulated depreciation	(1,284,233)	(31,043)
Less: impairment
Property, plant and equipment, net	21,140,192
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	18,148,238
Building and improvement [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,614,790
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	261,397
Digital mining equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,300,000
Motor vehicle [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	100,000
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		18,320
Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		$ 12,723

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Intangible Assets, Net (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 26, 2021	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Contract term	3 years
Impairment on intangible assets		$ 13,589	$ 0
Amortization on customer-related intangible assets		$ 2,923	$ 0

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Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Intangible assets not subject to amortization:
Gross Carrying Value	$ 269,623
Accumulated Amortization	(2,923)
Impairment	(13,589)
Net Carrying Value	253,111
Goodwill (Note 9) [Member]
Intangible assets not subject to amortization:
Gross Carrying Value	63,417
Accumulated Amortization
Impairment
Net Carrying Value	63,417
Digital assets [Member]
Intangible assets not subject to amortization:
Gross Carrying Value	30,670
Accumulated Amortization
Impairment	(13,589)
Net Carrying Value	17,081
Customer-related intangible assets [Member]
Intangible assets not subject to amortization:
Gross Carrying Value	175,536
Accumulated Amortization	(2,923)
Impairment
Net Carrying Value	$ 172,613

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Intangible Assets, Net (Details) - Schedule of cryptocurrency mining and customer-related intangible assets - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cryptocurrency Mining [Member]
Intangible Assets, Net (Details) - Schedule of cryptocurrency mining and customer-related intangible assets [Line Items]
Digital mining costs	$ 30,670
Less: accumulated amortization
Less: impairment	(13,589)
Total	17,081
Customer-related intangible assets [Member]
Intangible Assets, Net (Details) - Schedule of cryptocurrency mining and customer-related intangible assets [Line Items]
Less: accumulated amortization	(2,923)
Less: impairment
Total	172,613
Customer-related intangible assets	$ 175,536

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Goodwill (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment losses	$ 0

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Goodwill (Details) - Schedule of carrying amount of goodwill - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of carrying amount of goodwill [Abstract]
Beginning balance
Addition (Note 3)	63,417
Less: accumulated impairment loss
Less: disposal and write off
Total	$ 63,417

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Long Term Investment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Nov. 16, 2021	Jun. 04, 2021
Long Term Investment (Details) [Line Items]
Fixed rate of unsecured convertible loan			8.00%
Per share of integral multiples (in Dollars per share)			$ 1
Percentage of conversion price			80.00%
Interest on Note (in Dollars)	$ 723	$ 0
Archax Holdings Ltd [Member]
Long Term Investment (Details) [Line Items]
Aggregate share (in Shares)				500,000
Ownership percentage				1.74%
Montis Digital Limited [Member]
Long Term Investment (Details) [Line Items]
Aggregate share (in Shares)				250,000
Ownership percentage				2.63%

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Long Term Investment (Details) - Schedule of long-term investment - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Equity securities without readily determinable fair values
Total cost of long term investment	$ 857,011
Less: impairment
Total	857,011
Available-for-sale investments, Total	107,011
Equity securities without readily determinable fair values, Total	750,000
Archax Holdings Ltd [Member]
Equity securities without readily determinable fair values
Total cost of long term investment	500,000
Montis Digital Limited [Member]
Equity securities without readily determinable fair values
Total cost of long term investment	250,000
Archax Holdings Ltd.- Principal of Convertible note loan [Member]
Equity securities without readily determinable fair values
Total cost of long term investment	106,289
Archax Holdings Ltd.- Interest on Convertible note loan [Member]
Equity securities without readily determinable fair values
Total cost of long term investment	$ 722

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Short-Term Loans (Details) - Schedule of Principal of short-term loans - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Total	$ 166,777
7.00% bank loan [Member]
Short-Term Debt [Line Items]
Total	166,777
Bank Loan One [Member]
Short-Term Debt [Line Items]
Total
Bank Loan Two [Member]
Short-Term Debt [Line Items]
Total

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Short-Term Loans (Details) - Schedule of Principal of short-term loans (Parentheticals)	12 Months Ended
	Dec. 31, 2021
Schedule of Principal of short-term loans [Abstract]
Bank loan, percentage	7.00%
Bank loan, due date	Jul. 15, 2020
Bank loan, extended date	Dec. 31, 2022

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Long-Term Loan (Details) - Schedule of principal of long-term loans - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Dividends Payable [Line Items]
Total	$ 1,433,859
Bank Loan [Member]
Dividends Payable [Line Items]
Total	1,133,959
U.S. federal government SBA loan [Member]
Dividends Payable [Line Items]
Total	149,900
U.S. federal government SBA loan One [Member]
Dividends Payable [Line Items]
Total	$ 150,000

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Long-Term Loan (Details) - Schedule of principal of long-term loans (Parentheticals)	12 Months Ended
	Dec. 31, 2021
Bank Loan [Member]
Dividends Payable [Line Items]
Bank loan, percentage	6.00%
Bank loan, due date	Apr. 10, 2024
U.S. federal government SBA loan [Member]
Dividends Payable [Line Items]
SBA loan, percentage	3.75%
SBA loan, due date	Jun. 27, 2030
U.S. federal government SBA loan One [Member]
Dividends Payable [Line Items]
SBA loan, percentage	3.75%
SBA loan, due date	Jun. 27, 2030

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Note Payables (Details) - USD ($)		12 Months Ended
	Dec. 12, 2021	Dec. 31, 2021	Dec. 31, 2020
Short-Term Loans [Abstract]
Principal amount	$ 2,000,000
Interest rate	10.00%
Conversion price per share (in Dollars per share)	$ 3.2
Interest expense		$ 10,959	$ 0

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Note Payables (Details) - Schedule of note payables - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of note payables [Abstract]
Principal	$ 2,000,000
Interest	10,959
Total	$ 2,010,959

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Related Party Transactions (Details) - USD ($)	1 Months Ended	12 Months Ended
	May 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 04, 2021
Related Party Transactions (Details) [Line Items]
Percentage of ownership		100.00%
Purchase of motor vehicle	$ 100,000
Bearing annual interest percentage		2.00%
Interest expense		$ 586	$ 0
Montis SPA [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares				250,000
Percentage of ownership				2.63%
Archax Holdings Ltd [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares				500,000
Percentage of ownership				1.74%

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Related Party Transactions (Details) - Schedule of related party payables - PX SPAC Capital Inc [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) - Schedule of related party payables [Line Items]
Principal	$ 36,916
Interest	586
Total	$ 37,502

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Taxation (Details) - Schedule of income tax expense - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of income tax expense [Abstract]
Current
Deferred
Total

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Taxation (Details) - Schedule of taxes payable - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of taxes payable [Abstract]
Corporate income tax payable
Franchise tax payable	1,200	800
Other surtaxes payable
Total	$ 1,200	$ 800

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Stockholders’ Equity (Details) - $ / shares		1 Months Ended			12 Months Ended
	Oct. 19, 2019	Oct. 19, 2020	Oct. 19, 2018	Oct. 20, 2017	Dec. 31, 2021	Nov. 01, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized					100,000,000		100,000,000
Common stock, shares issued					17,465,992		4,205,543
Common stock, share outstanding					17,465,992		4,205,543
Reverse stock split					21,027,713
Common stock, par value (in Dollars per share)					$ 0.001		$ 0.001
Stock split, description					The number of shares was adjusted retroactively for all period presented to reflect the 5 to 1 reverse stock split change which was effective on November 1, 2021.
Reverse stock split par value per share (in Dollars per share)					$ 0.001
Share purchase	350,000	350,000	350,000	1,050,000
Stock option compensation, description					The Company employed the followings assumptions to calculate the fair value of the option: expected forfeiture rate: 0%, risk free rate: 2.03%, expiration date: October 19, 2022, exercise price: $1.00, annualized volatility: 602.71%, dividend yield: 0%, and the Company’s closing stock price at year end. For the years ended December 31, 2018 and 2017, the Company recorded stock option compensation expense of $1,113,217 and $373,509.
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.001

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Loss Per Share (Details)	Nov. 01, 2021
Earnings Per Share [Abstract]
Reverse stock split, description	* - The computation of basic and diluted share and EPS data was adjusted retroactively for all period presented to reflect the 5 to 1 reverse stock split change which was effective on November 1, 2021.

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Loss Per Share (Details) - Schedule of reconciliation of basic and diluted earnings per share - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of reconciliation of basic and diluted earnings per share [Abstract]
Net loss	$ (1,466,916)	$ (39,438)
Weighted average number of common stock outstanding - basic and diluted	17,465,992	4,205,543	[1]
Loss per share – Basic and diluted:	$ (0.08399)	$ (0.00938)

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

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Concentration of Risk (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Concentration of Risk (Details) [Line Items]
Concentration risk percentage	10.00%
One customer [Member]
Concentration of Risk (Details) [Line Items]
Concentration risk percentage	10.00%
Vendors [Member]
Concentration of Risk (Details) [Line Items]
Concentration risk percentage	10.00%
Accounts Payable [Member]
Concentration of Risk (Details) [Line Items]
Concentration risk percentage	10.00%
United States [Member]
Concentration of Risk (Details) [Line Items]
Federal deposit insurance amount (in Dollars)	$ 100,000

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Significant Events (Details) - USD ($)		1 Months Ended				12 Months Ended
	Jun. 04, 2021	Nov. 18, 2021	Jul. 29, 2021	May 28, 2021	Apr. 23, 2021	Dec. 31, 2021	Dec. 30, 2021	Dec. 12, 2021	Jul. 19, 2021	May 17, 2021
Significant Events (Details) [Line Items]
Common stock par value (in Dollars per share)										$ 0.001
Purchase price per share (in Dollars per share)							$ 1			$ 0.1
Agreed to buy from the seller				$ 100,000
Consultancy fee									$ 1,500,000
Share purchase agreement, description		Under the Agreement, Center Florence Holding will sell and transfer one hundred percent (100%) of its shares in the Center Florence to the Company in exchange for four million six hundred thousand (4,600,000) shares (the “Exchange Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share, at an agreed price of $4.00 per share of the Common Stock for a total valuation of $18,400,000 of the Company.
Principal amount								$ 2,000,000
Interest rate								10.00%
Conversion price per share (in Dollars per share)								$ 3.2
Private Placement I [Member]
Significant Events (Details) [Line Items]
Issuance of shares (in Shares)					10,500,000
Price per share (in Dollars per share)					$ 0.001
Per-share price (in Dollars per share)					$ 0.1
Aggregate gross proceeds					$ 1,050,000
Private Placement II [Member]
Significant Events (Details) [Line Items]
Issuance of shares (in Shares)			17,800,000
Per-share price (in Dollars per share)			$ 0.1
Aggregate gross proceeds			$ 1,780,000
JSC [Member]
Significant Events (Details) [Line Items]
Advisory fee						$ 12,500
Non-accountable expenses						5,000
JSC [Member]
Significant Events (Details) [Line Items]
Advisory fee						9,500
Non-accountable expenses						5,000
Escrow expense plus						$ 3,000
Percentage of gross proceeds						10.00%
Archax Holdings Ltd [Member]
Significant Events (Details) [Line Items]
Agreed to buy from the seller	$ 500,000
Montis SPA [Member]
Significant Events (Details) [Line Items]
Agreed to buy from the seller	$ 250,000

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Subsequent Events (Details) - Subsequent Event [Member]			1 Months Ended
	Jan. 13, 2022 USD ($) shares	Jan. 12, 2022 shares	Mar. 30, 2022 HKD ($)	Mar. 25, 2022 USD ($) $ / shares shares	Feb. 15, 2022 USD ($)
Subsequent Events (Details) [Line Items]
Purchased units (in Shares) | shares		350
Issue of shares (in Shares) | shares	1,000,000
Equity ownership percentage	5.00%
Gross proceeds of the equity offering percentage	10.00%
Gross proceeds percentage	10.00%
Public offering term	5 years
Public offering price percentage	120.00%
Advanced payment (in Dollars)	$ 25,000
Transaction cost (in Dollars)					$ 1
Total funds (in Dollars)				$ (1,000,000)
Unregistered shares of common stock (in Shares) | shares				156,250
Common stock, par value (in Dollars per share) | $ / shares				$ 0.001
Purchase price per share (in Dollars per share) | $ / shares				$ 3.2
Instrument of transfer share			Hudson Capital USA, the subsidiary of the Company, entered into a Bought and Sold Note with Hudson Capital Inc. and executed an Instrument of Transfer to transfer its one (1) share, which represent all interest, in its wholly-owned Hong Kong subsidiary, Hongkong Internet Financial Services Limited for HK$1.
Internet financial services limited (in Dollars)			$ 1