Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2021, Wave Sync Corp. (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. In accordance with the Share Exchange Agreement, on December 1, 2021, the Parent sold and transferred one hundred percent (100%) of its shares in Target 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 Target.

In connection with the acquisition of the Target pursuant to the Share Exchange Agreement, the Company is entering into commercial and industrial real estate business through its newly acquired subsidiary Target Company, 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); (ii) Royal Park LLC (dba The Country Club of South Carolina, operating as a golf club in Florence, South Carolina), and (iii) Center St. Louis, LLC (operating a recreational sports facility located in Affton, Missouri). 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. The parties to this Agreement closed the transaction contemplated therein on December 1, 2021.

Item 2.01 Completion of Acquisition or Disposition of Assets.



Information in response to this Item 2.01 is keyed to the Item numbers of Form
10.


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                            DESCRIPTION OF BUSINESS

Overview

Effective on December 1, 2021 (the "Closing Date"), pursuant to the Share Exchange Agreement, the Target became a wholly-owned subsidiary of the Company. The acquisition of the Target Company (the "Acquisition") is treated as a forward acquisition, and the business of the Target Company became a new business line of the Company. At the time of the Acquisition, the Company was engaged in bitcoin mining business.

As a result of the Acquisition, we have added, through the Target Company, the business line of operating and managing commercial and industrial real estates.

Our executive offices are located at 19 West 44th Street, Suite 1001, New York, NY 10036.

Corporate History and Structure

The Company, 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.




                                       2

Share Purchase Agreement with EGOOS Mobile Technology Co. Ltd. and Subsequent Developments

On October 19, 2015, the Company entered into a share purchase agreement with EGOOS Mobile Technology Company Limited, a British Virgin Islands holding company ("EGOOS BVI"), which owned 100% of EGOOS Mobile Technology Company Limited, a Hong Kong company ("EGOOS HK"), which owned 100% of Move the Purchase Consulting Management (Shenzhen) Co., Ltd. ("WOFE" or "Yigou"), a foreign investment enterprise organized under the laws of the PRC, and which, through various contractual agreements, had 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 ("Guangzhou Yuzhi"), which owned 100% of Shenzhen Qianhai Exce-card Technology Co., Ltd., a Chinese corporation ("Shenzhen Exce-card"), which owned 100% of Guangzhou Rongsheng Information Technology Co., Ltd., a Chinese corporation ("Guangzhou Rongsheng", together with Guangzhou Yuzhi and Shenzhen Exce-card, is collectively referred to herein as "Guangzhou Yuzhi and its Subsidiaries"), and the sole shareholder of EGOOS BVI. Guangzhou Yuzhi and its Subsidiaries engaged in research, development, marketing and distribution of inlays/audio chips for audio bank card products.

The share purchase agreement provided for an acquisition transaction in which the Company, through the issuance of a convertible note to EGOOS BVI's sole shareholder, acquired 100% of EGOOS BVI.

The closing of the acquisition took place on October 19, 2015. Upon closing, the Company acquired all of the outstanding equity securities of EGOOS BVI from the sole shareholder of EGOOS BVI.

EGOOS BVI, a British Virgin Islands business company, acted as a holding company and indirectly controled Guangzhou Yuzhi (a variable interest entity in China) and its Subsidiaries. EGOOS BVI's sole source of income and operations was through its indirect, contractual control of Guangzhou Yuzhi and its Subsidiaries. Based in the city of Guangzhou, Guangdong Province, China, Guangzhou Yuzhi and Guangzhou Rongsheng were principally engaged in software and information technology services and shared full-time employees with Shenzhen Exce-card.

We encountered challenges to expand the sales of our audio bank cards. Mobile phone payments through smart phone apps, such as Wechat and Venmo, have become one of the most popular methods to make payments. We sought to develop relationships with major card issuers in China since 2014 until 2018. We promoted two pilot programs with China Construction Bank ("CCB"), one of China's four major banks; however, we could not continue the pilot programs due to lack of positive market reaction. We ceased our efforts to market and sell our audio bank cards in 2018.

During the years ended December 31, 2020 and 2019, we ceased all active business operations. On December 30, 2021, the Company disposed its shareholding EGOOS BVI for an aggregate purchase price of $1.00 via selling all of EGOOS BVI's issued and outstanding share capital.

Bitcoin Mining

Given its resources and current industry development, the current management and board of directors of the Company deemed cryptocurrency related operations as a desirable business line for the Company. 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 "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 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 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 (the "Statement of Work") as Exhibit A 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.




                                       3

Based on the Gigacrypto Agreement, the Company has commenced the bitcoin mining business in Missouri where its Equipment is located and operated and maintained by Gigacrypto. As of the date of the amendment to this current report, the Company has already deployed 200 units of Cryptocurrency mining machines for operation and has 400 additional mining units in transit to the cryptocurrency mining field.

Recreational Business in South Carolina and Missouri

The Country Club of South Carolina
. . .

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.




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Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of the Target Company are included following the


     signature page.

Filed herewith as Exhibit 99.1 and incorporated herein by reference are the consolidated financial statements of Center Florence, Inc. as of September 30, 2021 (Unaudited), December 31, 2020 and 2019 (Audited).

(b) Pro forma financial information.

Filed herewith as Exhibit 99.2 and incorporated herein by reference are the Pro Forma Condensed and Combined Financial Statements of Center Florence, Inc. and Wave Sync Corp. as of September 30, 2021.




 (c) Exhibits.



Exhibit

Number    Description

3.1         Amended and Restated Certificate of Incorporation of the Company
          (incorporated by reference to Exhibit 3.1 to the current report on Form
          8-K filed on February 7, 2022)

10.1        Bylaws (incorporated by reference to Exhibit 3.4 to the annual report
          on Form 10-K filed on September 24, 2021)

10.2        Share Exchange Agreement dated November 18, 2021 (incorporated by
          reference to Exhibit 3.1 to the current report on Form 8-K filed on
          November 19, 2021)

99.1        Consolidated Financial Statements of Center Florence, Inc. as of
          September 30, 2021 (Unaudited), December 31, 2020 and 2019 *

99.2        Pro Forma Condensed and Combined Financial Statements of Center
          Florence, Inc. and Wave Sync Corp. as of September 30, 2021*

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




* Filed herewith.




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