Wave Sync Corp. (WAYS)

[Skelton]

From the 8-K, dated 9/27/06...

April 13, 2006 was deemed the “Effective Date” under the Plan. After this date, the Company shall be referred to as the “Reorganized Debtor.” Under the terms of the Plan, the Reorganized Debtor is authorized to take the following actions:

(i)

after issuance of the New Common Stock, cancel the previously issued shares, and,

(ii)

issue 25,000,000 shares of common stock, $.001 par value, to the Investors (the “New Common Stock”),

(iii)

convert the $50,000 DIP Loan upon presentment to the Reorganized Debtor by the holders of the underlying note into 6,000,000 common shares and 3,000,000 warrants having an exercise price of $1.00 for five years, all of which will be issued as payment for the obligations under the DIP Loan,

(iv)

issue 25,000 common shares to be distributed to holders of Allowed Class 3 General Unsecured Claims, in addition to 100 shares of common stock to be distributed to each unsecured Allowed Class 3 General Unsecured Creditor who is not also an Allowed Class 5 Interest holder;

(v)

at Company’s discretion, have newly-appointed Directors issue 25,000 shares (“New Shares”) to persons designated by the new Directors as part of the Share Transfer transaction, at no further consideration to the Company.

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ITEM 8.01 OTHER EVENTS.

Pursuant to Bankruptcy Court Order and by filing a Certificate of Amendment to its Articles of Incorporation, the Company increased its authorized capital stock, par value $.0001, and effected a 1-for-500 reverse split of all isssued and oustanding stock, effective July 27, 2006.

Pursuant to the Bankruptcy Court Order, on September 8, 2006, the Company issued New Common Stock: 25,000,000 new shares of restricted common stock to investors, and 25,000 common shares to fifty holders of Class 3 Claims and an additional 100 common shares to forty eight Allowed Class 3 General Unsecured Creditors not also being an Allowed Class 5 Interest Holder. These New Common Stock shares are being distributed to the owners beginning the week of September 25, 2006.

Also pursuant to Bankruptcy Court Order and effective September 8, 2006, the Company cancelled all previously issued common or preferred shares. A Certificate of Amendment of its Articles of Incorporation was filed with the State of Delaware effecting this cancellation.