UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Amendment
No. 1

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

For the fiscal
year ended December 31, 2014

or

☐   TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition
period from _____________________ to ___________________________

Commission
file number 0-20532

WAVE SYNC CORP.

(Exact name
of registrant as specified in its charter)

|Delaware                                                      |  | 74-2559866                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofIncorporation or organization) |  | (I.R.S. EmployerIdentification No.)



|40 Wall street, 28th Floor,  New York    |  | 10005     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Registrant’s
telephone number, including area code: 1-646-512-5855

Securities registered under Section 12(b)
of the Exchange Act:

None

Securities registered under Section 12(g)
of the Exchange Act:

Common Stock, 0.001 per share

(Title of
Class)

Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐  No ☒

Note - Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
under those Sections.

Indicate by check mark whether
the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☐  No ☒

Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes ☐  No ☒

Indicate by check mark if
disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendments to this From 10-K. ☐

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

|Large accelerated filer  ☐                    |  | Accelerated filer  ☐         | 
|--------------------------------------------- |  | ---------------------------- | 
|Non-accelerated filer  ☐                      |  | Smaller reporting company  ☒ | 
|(Do not check if a smaller reporting company) |  |                              | 



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒  No ☐

State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter was $1.83 million as of June 30, 2014.

As of  October 28, 2015,
the registrant had 98,405,005 shares of common stock outstanding.





















EXPLANATORY NOTE



As used in this
annual report, the terms “we,” “us,” “our,” and words of like import, and the “Company”
refers to Wave Sync Corp. (formerly known as China Bio-Energy Corp.) and its subsidiaries unless the context indicates otherwise.



The sole purpose
of this Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended December 31, 2014 filed with the Securities
and Exchange Commission on August 31, 2015 (the “Original 10-K”), is to amend Part II Item 9 “Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure”.



In accordance
with applicable SEC rules, this Amendment includes new certifications required under the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), dated as of the filing date of this Amendment.



Except for the
item amended in this Amendment described above, we have not updated items in this Amendment to reflect events occurring after
the Original 10-K date. Accordingly, this Amendment should be read in conjunction with the Company’s Original 10-K and the
Company’s subsequent filings with the SEC.












PART I



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



On
June 20, 2011, the Board approved the dismissal of Malone Bailey, LLP (“Malone Bailey”) as the Company’s independent
registered public accounting firm, effective as of June 21, 2011 (the “Dismissal Date”).



During
the Company’s fiscal years ended December 31, 2009 and December 31, 2008, Malone Bailey’s audit reports on the Company’s
financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.



During
the Company’s fiscal years ended December 31, 2009 and December 31, 2008 and the subsequent period through the Dismissal
Date: (i) there were no disagreements between the Company and Malone Bailey on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures which, if not resolved to Malone Bailey’s satisfaction, would
have caused Malone Bailey to make reference in connection with Malone Bailey’s opinion to the subject matter of the disagreement;
and (ii) there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-K disclosing that, except
as reported on the Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2011, Malone Bailey notified the
Company on March 30, 2011 that during Malone Bailey’s revenue and account receivables confirmation process, Malone Bailey
discovered that Fujian Union Oil & Chemistry Ltd., allegedly one of the Company’s customers during the fiscal years
of 2008, 2009 and 2010, did not conduct transactions with the Company as recorded in the Company’s books. The Company formed
an independent committee and conducted a thorough investigation with respect to this matter. Based on such investigation, the
committee concluded that the aforementioned transactions were entered into by the Company and a PRC resident who wrongfully presented
himself as one of Union Oil’s authorized representatives and the Company recorded the related revenues as received from
Union Oil based on those transactions.



Concurrently
with the decision to dismiss Malone Bailey as the Company’s independent auditor, the Board appointed WWC, P.C., formerly
known as Samuel H. Wong & Co., LLP, (“WWC”) as the Company’s independent registered public accounting firm
as of June 22, 2011 (the “Engagement Date”).



During
the years ended December 31, 2010 and December 31, 2009 and through the Engagement Date, neither the Company nor anyone acting
on its behalf consulted WWC with respect to (i) the application of accounting principles to a specified transaction, either completed
or proposed, nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report was provided to the Company or oral advice was provided that WWC concluded was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of
a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.












PART IV



ITEM 15. EXHIBITS



|Exhibit No. |  | Description                                                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Share Exchange Agreement, dated November 12, 2010, by and among the Registrant, Ding Neng Holdings and Shareholders of Ding Neng Holdings (1)                                                                                           
|2.2         |  | Amendment to the Share Exchange Agreement, by and among the Registrant, Ding Neng Holdings and Shareholders of Ding Neng Holdings (2)                                                                                                   
|3.1         |  | Certification of Incorporation of the Registrant (3)                                                                                                                                                                                    
|3.2         |  | Certificate of Amendment to the Company’s Certificate of Incorporation, dated February 26, 2008 (4)                                                                                                                                     
|3.3         |  | Certificate of Amendment to the Company's Certificate of Incorporation, dated January 31, 2011 (5)                                                                                                                                      
|3.4         |  | Amended and Restated Bylaws of the Registrant (4)                                                                                                                                                                                       
|10.1        |  | Consulting Services Agreement, dated January 20,2011, between Ding Neng Bio-tech and the WFOE (5)                                                                                                                                       
|10.2        |  | Operating Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5)                                                                                                                          
|10.3        |  | Voting Rights Proxy Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5)                                                                                                                
|10.4        |  | Equity Pledge Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5)                                                                                                                      
|10.5        |  | Option Agreement, dated January 20,2011, by and among Ding Neng Bio-tech, its shareholders and the WFOE (5)                                                                                                                             
|10.6        |  | Unofficial Translation of Forest and Plants Transfer Agreement, by and between Tiantai County Manyuanchun Agriculture and Forestry Development Co., Ltd., and Fujian Zhangzhou Ding Neng Bio- Tech Co., Ltd., dated November 23, 2009(5)
|10.8        |  | Unofficial Translation of Employment Agreement between Ding Neng Bio-tech and Sanfu Huang dated June 1, 2010 (5)                                                                                                                        
|10.9        |  | Unofficial Translation
    of Settlement Agreement between Ding Neng Bio-Tech and Zhangzhou Fuhua Biomass Energy Technology Co., Ltd., dated July 14,
    2015 (6)                                                                      
|31.1        |  | 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 and CFO Certification,
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                              
|101.INS     |  | XBRL Instance
    Document(6)                                                                                                                                                                                                           
|101.SCH     |  | XBRL Taxonomy
    Schema Document(6)                                                                                                                                                                                                    
|101.CAL     |  | XBRL Taxonomy
    Calculation Document(6)                                                                                                                                                                                               
|101.DEF     |  | XBRL Taxonomy
    Linkbase Document(6)                                                                                                                                                                                                  
|101.LAB     |  | XBRL Taxonomy
    Label Linkbase Document(6)                                                                                                                                                                                            
|101.PRE     |  | XBRL Taxonomy
    Presentation Linkbase Document(6)                                                                                                                                                                                     





|*   | Filed herewith                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Annex A to the Registrant’s Schedule 14(c), filed on December 30, 2010.                                                    
|(2) | Incorporated by reference to Annex B to the Registrant’s Schedule 14(c), filed on December 30, 2010.                                                    
|(3) | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007.                                       
|(4) | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008.                                           
|(5) | Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on February 11, 2011.                                                 
|(6) | Incorporated by reference to the Company’s Annual Report
    on Form 10-K for fiscal year ended December 31, 2014 filed with the SEC on August 31, 2015.












SIGNATURES



Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



|Date: October 28, 2015 | WAVE SYNC CORP.
|---------------------- | ---------------
|                       |                
|                       | By:            
|                       |                
|                       |                



|Signature             |  | Title                                                                |  | Date                
|--------------------- |  | -------------------------------------------------------------------- |  | --------------------
|                      |  |                                                                      |  |                     
|/s/
    Zuyue Xiang   |  | Director,
    chief executive officer  (principal executive officer) |  | October
    28, 2015
|                      |  |                                                                      |  |                     
|/s/
    Ming Yi       |  | Director,
    chief financial officer (principal financial officer)  |  | October
    28, 2015
|                      |  |                                                                      |  |                     
|/s/
    Mei Yang      |  | Chairman
    of the Board                                            |  | October
    28, 2015
|                      |  |                                                                      |  |                     
|/s/
    PokKam Li     |  | Director                                                             |  | October
    28, 2015
|                      |  |                                                                      |  |                     
|/s/
    Hongxia Zhao  |  | Director                                                             |  | October
    28, 2015
|                      |  |                                                                      |  |                     
|/s/
    Xiaoqiang Zuo |  | Director                                                             |  | October
    28, 2015