WAVE SYNC: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

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The following discussion and analysis of our results of operations and financial
condition 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, and retention of senior
management and other key personnel. 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.



Critical Accounting Policies



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


The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in United States of America (“we 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



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.



From March 31, 2021 and December 31, 2020, the detailed identities of the consolidating subsidiaries are as follows:


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

100% 1,290 Move the Purchasing Consulting Management (Shenzhen) Co., Ltd. (” WOMEN “)

                                        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



Interim unaudited financial information



These unaudited interim condensed consolidated financial statements have been
prepared in accordance with GAAP for interim financial reporting and the rules
and regulations of the Securities and Exchange Commission that permit reduced
disclosure for interim periods. Therefore, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted. In the opinion of management, all
adjustments of a normal recurring nature necessary for a fair presentation of
the financial position, results of operations and cash flows for the periods
presented have been made. The results of operations for the interim periods
presented are not necessarily indicative of the results to be expected for the
year ending December 31, 2021.



The consolidated balance sheets and certain comparative information as of
December 31, 2020 are derived from the audited consolidated financial statements
and related notes for the year ended December 31, 2020 ("2020 Annual Financial
Statements"), included in the Company's 2020 Annual Report on Form 10-K. These
unaudited interim condensed consolidated financial statements should be read in
conjunction with the 2020 Annual Financial Statements.



                                       2



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.



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



Cash and cash equivalents



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


Accounts receivable


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



Other receivables


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



Tangible fixed assets

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is carried out over their estimated useful life, using the straight-line depreciation method with a residual value of 10%. The estimated useful lives of the plant and equipment are as follows:


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




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



Accounting for 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 three months ended March 31, 2021 and 2020.



                                       3



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 measures share awards using the market price on or around the date of the share award and includes the amount of compensation as a periodic compensation expense over the required service period.

For the three months ended March 31, 2021 and 2020, $ 0 and $ 0 stock-based compensation has been 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.



                                                      March 31,       March 31,       December 31,
Exchange rates                                          2021            2020              2020
Year-end/period-end RMB : US$ exchange rate               6.5713          7.0216             6.5249
Average annual/period RMB : US$ exchange rate             6.4844          6.9798             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 its
customers pursuant to which the Company identifies the contract and determines
the transactions price with its customers, 2.) the contract has set forth a
fixed fee for the services to be rendered under which the Company has determined
the transaction's price and the allocation of such price to performance
obligations with the customers, 3.) the Company has fully rendered service to
its customers, and there are no additional obligations that exist under the
terms of the contract that the Company has not fulfilled such that the Company
recognizes revenue when the performance obligation is satisfied, and 4.) the
Company has either received payment, or reasonably expects payment from the
customer in accordance to the payment terms set forth in the contract.



Earnings per share



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



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.



                                       4



Subsequent events



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



Fair value of financial instruments

ASC 825, Financial Instruments, requires the Company to disclose the estimated fair values ​​of financial instruments. The book values ​​entered in the balance sheet for current assets and liabilities classified as financial instruments constitute 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 data of the valuation methodology includes quoted prices for

           similar assets and liabilities in active markets, and inputs 

which 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 both liability and equity characteristics under ASC 480, “Distinguing Liabilities from Equity” and ASC 815.

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


As of March 31, 2021:



                                            Quoted in
                                              Active
                                           Markets for         Significant          Significant
                                            Identical        Other

Observable Unobservable

                                              Assets              Inputs               Inputs
                                            (Level 1)           (Level 2)            (Level 3)            Total
                                           (Unaudited)         (Unaudited)          (Unaudited)        (Unaudited)
Financial assets:
Cash                                       $      3,003     $                -     $            -     $       3,003
Total financial assets                            3,003     $                -     $            -     $       3,003




As of December 31, 2020:



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




Results of Operations


Fiscal quarters ended March 31, 2021 and 2020


Revenue


There was no turnover for the three months ended March 31, 2021 and 2020.


                                       5



Expenses


General and administrative and financial expenses were related to corporate
overhead, financial and administrative contracted services, such as legal and
accounting. General and administrative expenses and financial expenses for the
three months ended March 31, 2021 were $11,003 as compared to $4,396 for the
comparable period ended March 31, 2020, which represented an increase of $6,607
or approximately 150%. Such increase was primarily attributed to increase of
professional fees.


Liquidity and capital resources

Our primary cash and capital requirements are to finance our operations, make capital expenditures and service our debt. We continue to depend on our ability to generate revenue, positive cash flow and additional funding.



Working Capital Summary



                          As of             As of
                        March 31,        December 31,
                          2021               2020
                       (Unaudited)        (Audited)
Current assets        $       3,003     $            3
Current liabilities   $      85,847     $       71,844
Working capital       $     (82,844 )   $      (71,841 )

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