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FORWARD LOOKING STATEMENTS

The U. S. SecuritiesThis Annual Report on Form 10-K (this “Report”) contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Wordsprojections. We may use words such as “may,“anticipate,” “expect,“expect,” “believe,“intend,” “anticipate,“plan,” “estimate,“believe,” “project,“foresee,” or “continue” or comparable terminology used in connection with any discussion “estimate” and variations of future operating results or financial performancethese words and similar expressions to identify forward-looking statements. YouThese statements are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectationguarantees of future eventsperformance and are subject to a numbercertain risks, uncertainties and other factors, some of important factorswhich are beyond our control, are difficult to predict and uncertainties that could cause actual results to differ materially from those describedexpressed or forecasted. These risks and uncertainties include the following:

This Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Report are made as of the date of this Report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements.statements, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS

PART I

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Company Background:Unless otherwise indicated, all share amounts and per share amounts in this Report have been presented giving effect to a 1-for-464 reverse split that became effective on April 11, 2018, and a 100-for-1 forward stock split that became effective on September 11, 2018.

DuringHeyu Biological Technology Corporation (the “Company” or “we”) was incorporated in the years fromstate of Nevada on May 18, 1987, as Asphalt Associates, Inc. and changed its name to Pacific WebWorks in January 1999. From 1999 to 2016 Pacific WebWorks was an application service providerthe Company engaged in the development and software development firm that developed business software technologies and services for business merchants and organizations using Internet and other technologies. We specialized in turnkey applications allowing small to medium sized businesses to expand over the Internet.  Our product family includeddistribution of web tools for web site creation, management and maintenance,software, electronic business storefront hosting, and Internet payment systems for theindividuals and small to medium sized business and organization. From 2011 to 2016 the Company expanded operations to also include an investment and business consulting arm to seek opportunities in synergistic industries or businesses.

The Company’s business declined precipitously in the second half of 2015 and on On February 23, 2016, the Company filed a voluntary petition for bankruptcy in the U.S. Bankruptcy Court for the District of Utah, and soon afterwards ceased its business activities. On August 19, 2016, the Company proposed a Plan of Liquidation and on November 28, 2016, the Court entered an order confirming the Plan of Liquidation and establishing a Liquidating Trust. On December 28, 2016, all remaining assets and liabilities of the Company were transferred to the Liquidating Trust. In 2017Trust (the “Liquidation”).

On March 12, 2018, the Liquidating Trust, with Court approval, collected or sold all remaining assets and made payments to all secured and unsecured creditors such that those claims were paid in full. As a resultBoard of these transfers the Company became an empty shell company, with no assets and no liabilities. The Company’s only activity in 2017 was the preparation and filing of periodic reports as required by the Securities Exchange Act of 1934.

The Company was incorporated in the state of Nevada on May 18, 1987, as Asphalt Associates, Inc. and changed its name to Pacific WebWorks, Inc. in January 1999.   From 1999 to 2016 it operated as an application service provider and software development firm. As noted above, it filed for bankruptcy in February 2016.

Description of Current Business:

The Company’s sole officer and director has determined that the Company lacks the resources to re-enter the software development business. Therefore, the Company’s sole officer and director has determined to seek a merger or an acquisition with a larger, better capitalized entity that will benefit current shareholders. Therefore, as of the date hereof, the Company can be defined as a "shell" company, an entity which is generally described as having no or nominal operations and with no or nominal assets. As a shell company, our purpose at this time, described more fully below, is to negotiate a business agreement or combination with a larger entity which will bring greater value to our shareholders. As of the date hereof, we have not identified any potential merger or acquisition partner.

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The Company’s sole officer and director believes that a potential merger or acquisition target will be a business which seeks the benefits of our shareholder base or status as a reporting issuer. The Company’s sole officer and director will not restrict its search to any specific industry or geographic location. The Company’s sole officer and director anticipates that the Company may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

 We may seek a business opportunity with entities which have recently commenced operations, or which wish to expand into new products or markets, to develop a new product, or to utilize the public marketplace in order to raise additional capital. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our discretion to search for and enter into potential business opportunities.

We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky due to general economic conditions, rapid changes in the business environment, and shortages of available capital. TheCompany’s sole officer and director believes that there are numerous firms seeking the benefits of a reporting issuer, but this is by no means certain.

The Company’s sole officer and director, Daniel Masters, has agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act reporting requirements, provided he is an officer and directorDirectors of the Company when(the “Board”), with the obligation is incurred. The officer has not, asconsent of the date hereof, setmajority shareholder, approved a maximum dollar amount that he is willing to provide to1-for-464 reverse stock split. On April 11, 2018, the Company.reverse split became effective.

It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. Because we have no capital with which to pay these anticipated expenses, the Company’s sole officer and director will pay these charges with his personal funds, as interest free loans toOn April 18, 2018, the Company or as capital contributions. However, if loans,entered into a Share Purchase Agreement (the “SPA”) with Mr. Ban Siong Ang (the “Purchaser”) and Mr. Dan Masters (the “Seller”), pursuant to which the only opportunity which he will have for repaymentPurchaser acquired 1,021,051,700 shares, representing 98.91% of these loans will be from a prospective merger or acquisition candidate.

Acquisition Opportunities:

The sole officer and director of the Company will seek out business combination opportunities through his personal business contacts. Our President regularly attends meetings of the National Investment Banking Association, the San Diego Venture Group, the Los Angeles Venture Association, and similar groups where businesses seeking to expand and investors and related professionals (e.g. consultants, accountants, and attorneys) meet in hopes of working together. The sole officer and director of the Company will not be limited in his search to these groups but believes that these groups will provide a networking platform from which to seek business combination opportunities.

In implementing a structure for a particular business venture, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of an agreement, it is probable that the present officer and director and the present shareholders of the Company will no longer be in control of the Company. In addition, and especially if there is a business combination, our sole director may, as part of the terms of the acquisition or merger, resign and be replaced by new directors without a vote of our shareholders or may sell their stock in the Company. It is anticipated that any securities issued by our Company in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws.

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of verifying revenue and

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bearing costs, including costs associated with the Company’s attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

It is our present intent that we will not submit a potential merger, acquisition, or similar reorganization to our shareholders for approval. We are incorporated under the laws of Nevada and Nevada’s Revised Statutes, Section 78.320, provides that “…any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power… In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.”

Our President, Daniel Masters, owns 66.8% of our issued and outstanding shares of common stock; thus his written consent to a potential merger or acquisition constitutes more than the minimum number of votes necessary to authorize such a reorganization under Nevada law. Prompt notice of any such action will be filed with the Securities and Exchange Commission on Form 8-K and also on Forms PREM14C and DEFM14C and copies of these filings will be sent by first class mail, postage pre-paid, to each of our shareholders.

Our present intent is that we will not enter into a business combination agreement with an entity which cannot provide independent audited financial statements at the time of closing of the proposed transaction and supply other information that is normally disclosed in filings with the Securities and Exchange Commission. We are subject to all of the reporting requirements included in the 1934 Act. These rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies. Included in these requirements is the affirmative dutystock of the Company to file independent audited financial statements as part(“Common Stock”) from Seller for an aggregate purchase price of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company’s audited financial statements included in its annual report on Form 10-K. In addition, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we are required to include that information that is normally reported by a company in its original Form 10.

We do not intend to hire an investment banker, a business broker, or a similar professional specializing in business acquisitions. Once a potential acquisition has been identified we do intend to utilize the services of an attorney experienced in business acquisitions to prepare or review the merger or acquisition agreements and documents. Because we have no capital with which to pay legal fees our President, Daniel Masters, has agreed to pay these fees with personal funds, as an interest free loan to the Company or as a capital contribution. However, this is a voluntary agreement; Mr. Masters is not contractually obligated to pay this expense.

Accounting in the Event of a Business Combination

Future business combinations will be recorded in accordance with the FASB Accounting Standards Codification 805 (ASC 805)$335,000 (“Share Purchase”).

We have been informed that most business combinations will be accounted for as a reverse acquisition with us being the surviving registrant. As a result of the SPA, the Company accepted the resignation of Dan Masters, as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board. This resignation was given in connection with the closing of the Share Purchase and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as of the closing of the Share Purchase and recognized as contributed capital.

On April 18, 2018, to fill the vacancies created by Mr. Masters’s resignations, Ban Siong Ang and Hung Seng Tan were elected as the directors of the Company. Mr. Ang was appointed as President, Chief Executive Officer, and Chairman of the Board. Mr. Tan was appointed as Executive Director of the Company. Ms. Wendy Wei Li was appointed as Chief Financial Officer.

On July 3, 2018, the Company changed its name to Heyu Biological Technology Corporation, with a new ticker symbol, HYBT. The Company currently has no business combination, ifoperations. On July 30, 2018, the acquired entity’s shareholders will exercise control over us,Company amended its Articles of Incorporation with the transactionState of Nevada in order to increase its authorized shares of Common Stock from 150,000,000 to 2,000,000,000.

On September 11, 2018, the Nevada Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effectuate a 100-for-1 forward stock split. The total issued and outstanding shares of Common Stock has been increased from 10,324,660 to 1,032,466,000 shares, with the par value unchanged at $0.001.

On September 25, 2018, the Financial Industry Regulatory Authority, Inc. (“FINRA”) approved the Forward Split with an Effective Date of September 25, 2018 and a Pay Date of September 24, 2018. In connection with the Forward Split, no fractional shares are necessary to be issued, and stockholders do not need to present certificates for exchange. The Forward Split will be deemedpayable directly to beeach stockholder by the issuance of shares representing the split differential.

Non-Binding Letter of Intent with Fujian Shanzhiling Biological Technology Co., Ltd.

On October 8, 2018, the Company entered into a non-binding letter of intent with Fujian Shanzhiling Biological Technology Co., Ltd. (the “Acquirer”), a Chinese biotechnology product manufacturing corporation, whereby the Acquirer agreed to acquire 51% of the outstanding capital transaction where we are treated asof the Company subject to certain adjustment provisions (the “Shanzhiling Acquisition”). The letter of intent has been terminated, and the Company is not pursuing this proposed acquisition any further.

Non-Binding Memorandum of Cooperation and Non-Binding Letter of Intent with Luoyang Ditiantai Agricultural Development Co., Ltd.

On October 18, 2018, the Company entered into a non-business entity. Therefore,non-binding memorandum of cooperation with Luoyang Ditiantai Agricultural Development Co., Ltd. (“Ditiantai”), a Chinese industrial agricultural chain enterprise, and on October 19, 2018, the accountingCompany entered into a non-binding letter of intent with Ditiantai. Pursuant to the two documents, the Company agreed to acquire 51% of the outstanding capital of Ditiantai subject to certain adjustment provisions (the “Ditiantai Acquisition”). The letter of intent has been terminated, and the Company is not pursuing this proposed acquisition any further.

Share Transfer Agreement with Mr. Yu Xu

On January 17, 2019, Jiashierle (Xiamen) Healthcare Technology Co., Ltd. (“JSEL”), a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”), and an indirect wholly owned subsidiary of the Company, entered into a Share Transfer Agreement (the “Share Transfer Agreement”) with Mr. Yu Xu (“Mr. Xu”), an individual who owned 90% of the equity interests of Shanghai Kangzi Medical Technology Co., Ltd., a limited liability company organized under the laws of the PRC (“Kangzi”). Pursuant to the Share Transfer Agreement, Mr. Xu transferred 60% of the equity interests of Kangzi to JSEL on January 17, 2019 for the purpose of developing a joint venture in the business combination is identicalof selling medical equipment. In return, JSEL would fund the operations of Kangzi in proportion to that resultingits equity interest in Kangzi. Kangzi owned no assets and conducts no business operation of its own.  As a result, as of January 17, 2019, Kangzi became an indirect subsidiary of the Company.

Share Cancellation Agreement with Mr. Ban Siong Ang

On March 15, 2019, the Company, with the approval of the Board, entered into a Share Cancellation Agreement (the “Share Cancellation Agreement”) with Mr. Ban Siong Ang, the President, Chief Executive Officer, and Chairman of the Board of the Company. Pursuant to the Share Cancellation Agreement, the Company and Mr. Ang agreed to cancel 109,006,861 shares of Common Stock previously issued to Mr. Ang.

Raspberry Purchase Agreement and Raspberry Juice Processing Agreement with Ditiantai

In March 2019, the Company entered into a Raspberry Purchase Agreement and a Raspberry Juice Processing Agreement with Ditiantai. Pursuant to these two agreements, the Company purchased six tons of raspberry from Ditiantai, which were processed by Ditiantai into raspberry juice and delivered to the Company. The Company then sold the raspberry juice to a reverse merger, except no goodwill or other intangible assets will be recorded. For accounting purposes, the acquired entity will be treated as the accounting acquirercorporate buyer and accordingly, will be presented as the continuing entity.  

Issuer Status

Based upon our proposed future business activities, it is likely that we will be deemed a “blank check” company (see “Risk Factors”).five individual buyers. The Securities and Exchange Commission definition of such a company is a development stage company that has no specific businessCompany, however, does not plan or purpose, or has indicated that its

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business plan is to engage in the business of selling raspberry juice in the long term.

New Business Initiative – Submillimeter Wave (Terahertz) Quantized Space Therapy Chamber Project

Since the beginning of 2019, Mr. Xu has led the core research and development team of Kangzi to develop and manufacture a merger or acquisition with an unidentified company or companies, or other entity or person, and is issuing “penny stock.”

A “penny stock” security is any equity security other than a security (i) thatnew medical product, the Submillimeter Wave (Terahertz) Quantized Space Therapy Chamber (the “Chamber”). Utilizing submillimeter waves, the Chamber is a reported security (ii)medical equipment designed to treat cancer through cold nuclear fusion caused by cosmic ray muons in an enclosed chamber. Specifically, we believe that exposure to an appropriate amount of submillimeter waves could accelerate the generation of a large number of cosmic ray muons inside the human body and that such cosmic ray muons could further facilitate cold nuclear fusion, which could reverse the cancering process through which selenium is converted into nickel inside cells.

The team consists of researchers whom have extensive experience in medicine and physics. The lead scientist of the team, Mr. Xu, had served as the deputy chief engineer of the New Energy Base of the National Defense-Science and Technology Commission in 1995, as the chairman and chief scientist of Shanghai Guangcon New Energy Technology Co., Ltd. from 2011 to 2019, and the director of Shanghai Hengbian New Energy Research Institute from 2003 to 2008. In 2012, Mr. Xu was rewarded the “Harmony-Person of the Year in China” at the “2011 Harmony China Annual Summit” in Beijing and recognized as “Leaping China: One of the Most Influential People of the Year in 2011” by China International Economic and Technical Cooperation Promotion Association, China Elite Culture Promotion Association, and China Outstanding Chinese Merchants Association. In 2013, the Organizing Committee of Boau Forum on Asian SME Development awarded Mr. Xu “2013 China Economic Outstanding Contribution Award.”

Pursuant to the terms of the Share Transfer Agreement entered into by JSEL and Kangzi on January 17, 2019, JSEL has the right to monitor and manage all aspects of operation of Kangzi, including its research and development activities relating to the Chamber. As the development of the Chamber enters its final stage at Kangzi, JSEL started accepting pre-orders for the Chamber in September. Subsequently, on October 15 2019, JSEL entered into a clinical cooperation agreement (the “Clinical Cooperation Agreement”) with Shenzhen Saikun Biotechnology Co., Ltd. (“Saikun”). Pursuant to the Clinical Cooperation Agreement, Saikun agreed to pay JSEL 5.5 million RMB as the total preordering payment. 1.5 million RMB and 1.5 million RMB were delivered to JSEL respectively on September 7 and September 27, 2019. The parties are working on the timing for payment of the remaining 2.5 million RMB due under the Clinical Cooperation Agreement. In exchange, JSEL is obligated to purchase all the components of a Chamber from Kangzi, fully assemble it, and conduct a clinical trial with Saikun, third-party hospital partners, and patients using the Chamber. Specifically, after receiving the full amount of payment from Saikun, JSEL shall transport the Chamber to its preferred location, properly install it, and conduct a clinical trial that lasts at least one month. During the clinical trial, JSEL shall provide training sessions regarding the proper operation of the Chamber to Saikun’s employees. Both Saikun and JSEL are obligated to find third-party hospitals whom will agree to act as partners to co-host the clinical trial and patients whom will be voluntarily willing to undergo treatment provided by the Chamber. While Saikun is responsible for various expenses related to the clinical trial, JSEL is responsible for communicating with patients receiving treatment and other patient-related administrative matters. When JSEL determines that Saikun is capable of properly operating the Chamber and managing activities related to the Chamber, Saikun may request JSEL to move the Chamber to a location designated by Saikun and reinstall it. Furthermore, upon the successful completion of the clinical trial, JSEL shall provide Saikun governmental permits necessary for the operation of the Chamber, and Saikun shall operate the Chamber and provide related services to patients under the supervision of JSEL. In addition, JSEL shall transfer the right of using the Chamber and any beneficiary right affiliated to using the Chamber to Saikun upon receiving the full amount of payment from Saikun. JSEL, nevertheless, owns all the intellectual property rights affiliated with the Chamber. If the two parties decide to terminate the Clinical Cooperation Agreement prior to the expiration of the term, Saikun’s right of using the Chamber during the term is still effective as long as its use of the Chamber does not infringe any of JSEL’s intellectual property rights affiliated with the Chamber. The two parties agreed that the term of the Clinical Cooperation Agreement would not end until Kangzi successfully obtains permits issued by an investment company (iii) thatrelevant government entities supervising development and sale of medical equipment.

To prepare for the mass production of Chambers, Kangzi is a put or call issued by the Option Clearing Corporation (iv) that has a price of $5.00 or more (except for purposes of Rule 419conducting clinical experiments to make further improvements on Chamber and adjusting features of the Securities Actmass-production mold for Chamber. Kangzi is also in the process of 1933, as amended) (v) that is registeredobtaining official governmental permits from relevant government authorities to produce and sell Chambers on a national securities exchange (vi) that is authorized for quotationscale. As its long-term business strategy, Kangzi focuses on researching, developing, and manufacturing high-technology medical equipment while targeting both individual and institutional customers. It plans to massively manufacture Chambers in small and medium sizes, establish operation centers to sell Chambers in various cities across China, and initiate advertising and marketing campaigns on different media platforms. Kangzi will also monetize on services provided to customers who use Chambers and other medical products.

In addition to business activities related to Chamber, the NASDAQ Stock Market, unless other provisionsCompany will commit to the research, development, manufacturing, and sale of healthcare equipment and various health products containing natural plants, including cosmetics, nutritional supplements, and drugs. In the near future, the Company aims to standardize and internationalize the production and sale of healthcare equipment and health products, while increasing its brand awareness in the healthcare and consumer-product markets.

Corporate Structure

Currently, the Company owns 100% of HP TECHNOLOGY LIMITED, a British Virgin Islands business company incorporated on September 20, 2018. HP TECHNOLOGY LIMITED owns 100% of Heyu Healthcare Technology Limited, a Hong Kong company incorporated on March 29, 2018. Heyu Healthcare Technology Limited owns 100% of JSEL, which in turn holds 60% of Kangzi. The following diagram sets forth the structure of the defining rule are not satisfied, or (vii) that is issued by an issuer with (a) net tangible assets in excess of $2,000,000, if in continuous operation for more than three years or $5,000,000 if in operation for less than three years or (b) average revenue of at least $6,000,000 for the last three years. Our stock will likely be deemed a “penny stock.”

JOBS Act

The United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and are “emerging growth companies.” We qualifyCompany as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company we will not be required to:

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have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

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submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

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disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

We will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuantthis Current Report:

Available Information

The Company expects to an effective registration statement, or untilcontinue to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other information with the earliest of (i)SEC. Any materials filed by the last dayCompany with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the first fiscal year in which our totalSEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains annual, gross revenues exceed $1 billion, (ii)quarterly and current reports, proxy statements and other information that issuers (including the date that we become a “large accelerated filer” as defined in Rule 12b-2 underCompany) file electronically with the Securities Exchange ActSEC. The Internet address of 1934, which would occur if the market valueSEC’s website is http://www.sec.gov. The address of our ordinary shares thatprincipal executive offices and corporate offices is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) and the electionRoom 1901, Baotuo Building, 617 Sishui Street, Huli District, Xiamen City, Fujian Province, China, 361009. Our telephone number is irrevocable.(86) 158 5924 0902.  

ITEM 1A.      RISK FACTORS

Our business is subjectSmaller reporting companies are not required to numerous risk factors, includingprovide the following:

1.   We currently have no operating history and no revenues or earnings from operations.

We have no assets. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business entity. There is no assurance that we can identify such a business entity and consummate such an agreement or combination.

2.   We may not be able to continue to operate as a going concern.

Our auditor has expressed the opinion that we may not be able to continue as a going concern. Their opinion letter and the notation in the financial statements indicate that we do not have revenues, cash reserves, or other material assets and that we are relying on advances from stockholders, officers and directors to meet our limited operating expenses. We may become insolvent if we are unable to pay our debts in the ordinary course of business as they become due.

3.   Our proposed plan of operation is speculative.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the business opportunity which we identify, if any is identified. While our sole officer and director intends to seek business agreement(s) or combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business agreement or combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

4.   We face intense competition for business combination opportunities.

We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms and investment banks, are active in mergers and acquisitions of companies that may be our desirable target candidates. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.

5.   We have no agreements for a business combination or licensing transaction and

     have established no standards for such transactions.

We have no arrangement, agreement or understanding with respect to entering into an agreement or engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business transaction. Our sole officer and director has not identified any particular business for our evaluation. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business transaction in any form with such

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business opportunity. Accordingly, we may enter into a business agreement or a business combination with a business having no significant operating history, losses, limited potential or no potential for earnings, limited assets, negative net worth or other negative characteristics.

6.   Our success is dependent on our sole officer and director who has other full time employment, has limited experience, and will only devote limited time (part time) to working for the Company, all of which makes our future even more uncertain.

Daniel Masters is the President and sole officer and director of the Issuer. Mr. Masters will serve without pay while maintaining other employment. As of the date hereof, he is devoting no more than one hour per week to the affairs of the Company, however, he expects to spend approximately five hours per week on the affairs of the Company and the search for a suitable merger or acquisition partner after the filing ofinformation required by this annual report.  Notwithstanding the limited availability of our sole officer, loss of his services would adversely affect development of our business and its likelihood of continuing in operation.

7.   Our sole officer and director has limited experience in mergers and acquisitions, which makes our ability to complete a successful merger or acquisition more uncertain.item.

Although our President, Daniel Masters, has experience in business reorganizations, he has limited direct experience in negotiating mergers and acquisitions.  This lack of experience makes our ability to complete a successful merger or acquisition more uncertain.

8.   Our sole officer and director may have a conflict of interest in selecting a merger or acquisition target because of loans he may make to our Company.

As noted above, the Company’s sole officer and director has agreed that he will pay the Company’s anticipated operating expenses with personal funds, making interest free loans to the Company or capital contributions. If he makes interest free loans to the Company, the only opportunity he will have for repayment of these loans will be from a prospective merger or acquisition candidate. This may result in a conflict of interest in selecting a merger candidate as the officer may prefer a candidate which will repay his loans over one which will not.

9.   The reporting requirements under federal securities law may delay or prevent us from making certain acquisitions.

Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"), require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

In addition to the audited financial statements, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we will be required to include that information that is normally reported by a company in a Form 10. The time and additional costs that may be incurred by some target entities to prepare and disclose such information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.

10.  An acquisition could create a situation wherein we would be required to register under The Investment Company Act of 1940 and thus be required to incur substantial additional costs and expenses.

Although we will be subject to regulation under the 1934 Act, our sole officer and director believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as we will

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not be engaged in the business of investing or trading in securities. In the event we engage in a business combination that results in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.

11.  A merger, acquisition, or similar agreement would most likely be exclusive, resulting in a lack of diversification.

Our sole officer and director anticipates that the Company may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

12.   Our sole officer and director most likely will not remain after we complete a business combination or will have little power to influence the direction of business development.None.

A business combination will, in all likelihood, result in management of the acquired business determining the timing and funding of our development. Our current officer and director will have little to do except monitor business activity, if he remains in management at all. A business combination involving the issuance of our Common Stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our officer and director to sell or transfer all or a portion of the Company's Common Stock held by him, and/or resign as a member of the Board of Directors. The resulting change in our control could result in removal the present officer and director and a corresponding reduction in or elimination of his participation in our future affairs.

13.   If we do any business combination, each shareholder will most likely hold a substantially lesser percentage ownership in the Company.

If we enter a business combination with a private concern, that, in all likelihood, would result in the Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and unissued stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in our control or in our management.

14.  As a shell company, we face substantial additional adverse business and legal consequences if we enter a business combination.

We may enter into a business combination with an entity that desires to establish a public trading market for its shares. A business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, conditions and restrictions imposed by underwriters, and the costs to comply with various state (“Blue Sky”) securities laws.

On June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies like us. The amendments expand the definition of a shell company to be broader than a company with no or nominal operations/assets or assets consisting of cash and cash equivalents. The amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor), under certain circumstances, and revise the Form 8-K to require a shell company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. This initial filing must be made within four days of the acquisition and the Form 8-K filing may be reviewed by the Securities and Exchange Commission. The prospects of certain disclosures, or the lack of the ability to issue securities using a Form S-8, or the requirement of audited

10

financial statements, or the unwillingness to assume the significant costs of compliance, may make an otherwise appropriate acquisition target unwilling to enter a business combination with us.

15.  The requirement of audited financial statements may disqualify some business opportunities seeking a business combination with us.

Our sole officer and director believes that any potential business combination opportunity must provide audited financial statements for review, for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.

16.  Our sole officer is also our principal shareholder and he will be able to approve all corporate actions without shareholder consent and will control our Company.

Our principal shareholder, Daniel Masters, currently owns approximately 66.8% of our Common Stock. Because of this, he will have the controlling vote in all matters requiring approval by our shareholders, but not requiring the approval of the minority shareholders. In addition, he is now the Company’s President and sole officer and director. Because he is the majority shareholder, he will be able to elect all of the members of our board of directors, allowing him to exercise significant control of our affairs and management. In addition, he may transact corporate business requiring shareholder approval, including approval of the acquisition of, or merger with, an operating company, by written consent, without soliciting the votes of other shareholders.

17.  Our Common Stock may never be widely traded and holders may have little or no ability to sell their shares.

There is only a limited public trading market for our shares of Common Stock on the OTC ‘Pink’ market under the trading symbol PWEB.

There can be no assurance that a more active market for our Common Stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our Common Stock you may be unable to sell the shares. Accordingly, you should be able to bear the financial risk of losing your entire investment.

Only market makers can apply to quote securities. A market maker who desires to initiate quotations in the OTC market system must complete an application (Form 211) (unless an exemption is applicable) and by doing so, will have to represent that it has satisfied all applicable requirements of the Securities and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority ("Finra") Bylaws. The OTC Pink market will not charge us a fee for being quoted on the service. Finra rules prohibit market makers from accepting any remuneration in return for quoting issuers' securities on the OTC market or any similar medium. Finra will review the market maker's application (unless an exemption is applicable). If cleared, it cannot be assumed by any investor that any federal, state or self-regulatory requirements other than certain Finra rules and Rule 15c2-11 have been considered by Finra. Furthermore, the clearance should not be construed by any investor as indicating that Finra, the Securities and Exchange Commission, or any state securities commission has passed upon the accuracy or adequacy of the documents contained in the submission.

The OTC Pink market is a market maker or dealer-driven system offering quotation and trading reporting capabilities - a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Pink securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink securities transactions are conducted through a telephone and computer network connecting market makers or dealers in stocks.

18.  If our Common Stock does not meet blue sky resale requirements, certain shareholders may be unable to resell our Common Stock.

11

The resale of Common Stock must meet the blue sky resale requirements in the states in which the proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification in certain states, the holders of the Common Stock or the purchasers of the Common Stock may be unable to sell them.

19.  Our shareholders may face significant restrictions on the resale of our Common Stock due to state "blue sky" laws or if we are determined to be a "blank check" company.

Current shareholders, and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the ability of new investors to purchase the Common Stock.

Blue sky laws, regulations, orders, or interpretations place limitations on offerings or sales of securities by "blank check" companies or in "blind-pool" offerings, or if such securities represent "cheap stock" previously issued to promoters or others. Our majority shareholder, because he received stock at a price of $.001 for each share, may be deemed to hold "cheap stock." These limitations typically provide, in the form of one or more of the following limitations, that such securities are:

(a)

Not eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;

(b)

Not eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;

(c)

Not eligible for registration under the simplified small corporate offering registration (SCOR) form available in many states;

(d)

Not eligible for the "solicitations of interest" exception to securities registration requirements available in many states;

(e)

Not permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.

Virtually all 50 states have adopted one or more of these limitations, or other limitations or restrictions affecting the sale or resale of stock of blank check companies or securities sold in "blind pool" offerings or "cheap stock" issued to promoters or others. Specific limitations on such offerings have been adopted in:

                  Alaska           

Nevada               

            Tennessee

                  Arkansas         

New Mexico           

Texas

                  California       

Ohio                 

Utah

                  Delaware         

Oklahoma             

Vermont

                  Florida          

Oregon               

           Washington

                  Georgia          

Pennsylvania

                  Idaho           

 Rhode Island

                  Indiana          

South Carolina

                  Nebraska         

South Dakota

Any secondary trading market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or where the shares have been registered.

20.  Our Common Stock will be subject to significant restriction on resale due to federal penny stock restrictions.

The Securities and Exchange Commission has adopted rules that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the

12

Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements will have the effect of reducing the level of trading activity in any secondary market for our stock, and accordingly, shareholders of our Common Stock will find it difficult to sell their securities, if at all.

ITEM 2.

 PROPERTIES

We presently utilize minimal office spaceleased our principal executive offices and corporate offices which are located at 6136 Mission Gorge Road, Suite 111, San Diego, California. This spaceRoom 1901, Baotuo Building, 617 Sishui Street, Huli District, Xiamen City, Fujian Province, China, 361009, the total gross floor area is provided to the Company by our president on a rent free basis, and it is anticipated that this arrangement will remain until such time as the Company successfully consummates a merger, acquisitionapproximately 755 square meters, or other business combination. Management believes that this arrangement will meet the Company's needs for the foreseeable future.  8,126.75 square feet.

ITEM 3.  LEGAL PROCEEDINGS

On February 23, 2016 the Company filed a voluntary petition for bankruptcy under Chapter 11 of Title 11 of the U.S. Code. All otherFrom time to time, we may become involved in various lawsuits and legal proceedings were stayed as a result of this filing. Overwhich arise in the ordinary course of the bankruptcy all allowed claims were paidbusiness. Litigation is subject to inherent uncertainties, and an adverse result in full and allthese or other matters may arise from time to time that may harm our business. There are currently no legal proceedings were dismissed. On November 1, 2017 an Order of Final Decree was entered and the bankruptcy case was closed. Therefore, as of the date of this filing, thereor claims that we believe will have a material adverse effect on our business, financial condition or operating results.

None.

PART II

There is no litigation, pending or threatened, by or against the Company.

ITEM 4.

  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders in the year ended December 31, 2017.

PART II

ITEM 5.

  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,

  AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stocklimited public trading market for our Common Stock; our Common Stock is quoted on the OTC Pink Market under the symbol “PWEB.“HYBT.”

The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business, and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance. Trading in stocks quoted on the OTC Pink Market is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our Common Stock in the future.

The following table presentssets forth the range of thequarterly high and low trading pricessales price per share of our common stockCommon Stock for each quarter of the years ended December 31, 2017 and 2016 as reported by the OTC Markets.  Bid and askperiods indicated. The prices represent inter-dealer quotations, are available when there are two or more market makers and those quotations represent prices between dealers and maywhich do not include retail markups, markdowns,mark-up, mark-down or commissionscommission and may not necessarily represent actual transactions.

Our

As of March 27, 2020, the last sale price reported on the OTC Pink Market for our Common Stock was approximately $0.0016 per share.

Dividend Policy

We have not paid any dividends on our Common Stock and do not intend to pay any dividends in the foreseeable future.

Stockholders of Record

As of March 30, 2020, we have 668 recorded holders of our Common Stock. This number excludes any estimate by us of the number of beneficial owners of shares are subject to Section 15(g) andheld in street name, the accuracy of which cannot be guaranteed. 

Effective August 11, 1993, the SEC adopted Rule 15g-9, which established the definition of a “penny stock,” for purposes relevant to the Securities and Exchange Act, commonly referred toCompany, as the “penny stock” rule.  The rule defines penny stock to be any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. TheseFor any transaction involving a penny stock, unless exempt, the rules may restrictrequire: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) that the ability of broker-dealers to tradebroker or maintaindealer receive from the investor a market in our common stock and may affect the ability of shareholders to sell their shares.  Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security.  Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors.  The rules require the broker-dealer to receive the purchaser’s written consentagreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the purchase and require the broker-dealer to deliver a risk disclosure documentCommission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) states that the broker or dealer received a signed, written agreement from the investor prior to the first transaction. A broker-dealerDisclosure also must disclosehas to be made about the risks of investing in penny stock in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, and current quotations for the security.securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements musthave to be sent to customers disclosing recent price information for the penny stocks.

Holders

As of December 31, 2017, there were approximately 411 stockholders of record holding our common stock and as of December 31, 2016, there were approximately 410 stockholders of record holding our common stock; this does not include shareholders who hold shares in “street accounts” of securities brokers.

Dividends

We have not paid a cash or stock dividend on our common stock and we do not intend to pay a dividendheld in the foreseeable future. In 2017account and 2016 we hadinformation on the limited market in penny stocks.

Transfer Agent

The transfer agent for our capital stock is Standard Registrar and Transfer Company, Inc., located at 440 East 400 South, Suite 200, Salt Lake City, UT 84111. Their telephone number is (801) 571-8844.

Equity Compensation Plan Information

Currently, there is no earnings from which to pay dividends and we anticipate that there will be no earnings prior to a business combination, and possibly no earnings after a business combination.equity compensation plan in place for the Company.

Recent Sales of Unregistered Securities

On June 20,During the fiscal years ended December 31, 2019, 2018, and 2017, the Company issued 100,000,000 shares of our common stock to our President for costs associated with bringing the Company current in its filing obligations under the Securities Exchange Act of 1934. There were no otherwe did not have sales of unregistered securities duringother than those already disclosed in the quarterly reports on Form 10-Q in the fiscal years 2019, 2018, and 2017 or 2016. We relied upon Section 4(2)and current affair reports on Form 8-K, and the following transaction.

In October 2018, the controlling stockholder of the Securities ActCompany, Mr. Ban Siong Ang, entered into a series of 1933, as amended for the above issuance. We believed that Section 4(2) was available because:

       -  The issuance involved no underwriter, underwriting discounts or commissions;

       -  We placed restrictive legends on all certificates issued;

       -  No sales were made by general solicitation or advertising;

       -  Sales were made only to an accredited investor who is a Company officer.

 We provided the followingshare transfer agreements (the “Share Transfer Agreements”) with certain buyers (the “Buyers”). Pursuant to the investor:

       -  Access to all our books and records.

       -  Access to all material contracts and documents relating to our operations.

       -  The opportunity to obtain any additional information,Share Transfer Agreements, Mr. Ang would transfer an aggregate of 109,006,861 shares of Common Stock to the extent we possessed such information, necessary to verifyBuyers in exchange for cash. Upon the accuracyclosing of the informationShare Transfer Agreements, the Company authorized and instructed its transfer agent to whichcancel the investor109,006,861 shares of Common Stock held by Mr. Ang and issue the same amount of Common Stock to the Buyers. The cancellation of the 109,006,861 shares of Common Stock held by Mr. Ang was given access.completed on March 20, 2019, pursuant to a Share Cancellation Agreement dated March 15, 2019, by and between the Company and Mr. Ang. As of December 31, 2019, 109,006,861 shares of Common Stock had been issued to the Buyers.

Issuer Purchase of Securities

None.

Stock Splits

14

None.

ITEM 6.  SELECTED FINANCIAL DATA

As a smallerSmaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting company, weobligations and therefore are not required to provide Item 6 disclosure inthe information requested by this Report.

ITEM 7.Item.

 MANAGEMENT'S

AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to help you understand ourof financial condition and results of operations relates to the operations and financial condition reported in the consolidated financial statements of the Company thereto, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the years ended December 31, 2017 and December 31, 2016. You should readhistorical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and analysis together with our audited financial statementsSection 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the notestiming of the events may differ materially from those contained in these forward-looking statements due to the financial statements included under Item 8 in this report. You should understand that we are no longermany factors, including those discussed in the internet business, the software business, or any business. Thus our future financial condition and results of operations will have no relationship to our historical financial condition and results of operations. You should carefully review the risks described under Item 1A and“Forward-Looking Statements” set forth elsewhere in this report, which identify certain important factors that could cause our future financial condition and results of operations to vary.Report.

Overview

Executive Overview

The CompanyHeyu Biological Technology Corporation (the “Company” or “we”) was incorporated in the state of Nevada on May 18, 1987, as Asphalt Associates, Inc. and changed its name to Pacific WebWorks Inc. in January 1999. During the years fromFrom 1999 to 2016 Pacific WebWorks, Inc. was an application service providerthe Company engaged in the development and software development firm that developed business software technologies and services for business merchants and organizations using Internet and other technologies. We specialized in turnkey applications allowing small to medium sized businesses to expand over the Internet.  Our product family includeddistribution of web tools for web site creation, management and maintenance,software, electronic business storefront hosting, and Internet payment systems for theindividuals and small to medium sized business and organization. From 2011 to 2016 the Company expanded operations to also include an investment and business consulting arm to seek opportunities in synergistic industries ormid-sized businesses.

On February 23, 2016, the Company filed a voluntary petition for bankruptcy in the U.S. Bankruptcy Court for the District of Utah, and soon afterwards ceased its business activities. On August 19, 2016 the Company proposed a Plan of Liquidation and on November 28, 2016, the Court entered an order confirming the Plan of Liquidation and establishing a Liquidating Trust. On December 28, 2016, all remaining assets and liabilities of the Company were transferred to the Liquidating Trust.

On March 12, 2018, the Board, with the consent of the majority shareholder, approved a 1-for-464 reverse stock split. On April 11, 2018, the reverse split became effective.

On April 18, 2018, the Company entered into a Share Purchase Agreement (the “SPA”) with Mr. Ban Siong Ang (the “Purchaser”) and Mr. Dan Masters (the “Seller”), pursuant to which the Purchaser acquired 1,021,051,700 shares, representing 98.91% of the issued and outstanding shares of common stock of the Company (“Common Stock”) from Seller for an aggregate purchase price of $335,000 (“Share Purchase”). As a result of these transfersthe SPA, the Company became,accepted the resignation of Dan Masters, as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and remainsChairman of the Board. This resignation was given in connection with the closing of the Share Purchase and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as of the dateclosing of this filing,the Share Purchase and recognized as contributed capital.

On April 18, 2018, to fill the vacancies created by Mr. Masters’s resignations, Ban Siong Ang and Hung Seng Tan were elected as the directors of the Company. Mr. Ang was appointed as President, Chief Executive Officer, and Chairman of the Board of the Company. Mr. Tan was appointed as Executive Director of the Company. Ms. Wendy Wei Li was appointed as Chief Financial Officer.

On July 3, 2018, the Company changed its name to Heyu Biological Technology Corporation, with a new ticker symbol, HYBT. The Company currently has no business operations. On July 30, 2018, the Company amended its Articles of Incorporation with the State of Nevada in order to increase its authorized shares of Common Stock from 150,000,000 to 2,000,000,000.

On September 11, 2018, the Nevada Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effectuate a 100-for-1 forward stock split. The total issued and outstanding shares of Common Stock has been increased from 10,324,660 to 1,032,466,000 shares, with the par value unchanged at $0.001.

On September 25, 2018, the Financial Industry Regulatory Authority, Inc. (the “FINRA”) announced the Forward Split with an empty shellEffective Date of September 25, 2018 and a Pay Date of September 24, 2018. In connection with the Forward Split, no fractional shares are necessary to be issued, and stockholders do not need to present certificates for exchange. The Forward Split will be payable directly to each stockholder by the issuance of shares representing the split differential.

On October 8, 2018, the Company entered into a non-binding letter of intent with Fujian Shanzhiling Biological Technology Co., Ltd (the “Acquirer”), a Chinese biotechnology product manufacturing corporation, whereby the Acquirer agreed to acquire 51% of the outstanding capital of the Company subject to certain adjustment provisions (the “Shanzhiling Acquisition”). The closing of the Shanzhiling Acquisition is subject to customary terms and conditions, including, but not limited to, completion of due diligence, negotiation and execution of definitive transaction documents between the parties and the delivery of audited and unaudited financial statements of the Target as required under applicable rules of the Securities and Exchange Commission. In addition, completion of the transaction is subject to approval by our Board.

On October 18, 2018, the Company entered into a non-binding memorandum of cooperation with Luoyang Ditiantai Agricultural Development Co., Ltd. (“Ditiantai”), a Chinese industrial agricultural chain enterprise, and on October 19, 2018, the Company entered into a non-binding letter of intent with Ditiantai. Pursuant to the two documents, the Company agreed to acquire 51% of the outstanding capital of Ditiantai subject to certain adjustment provisions (the “Ditiantai Acquisition”).

The closing of the Ditiantai Acquisition is subject to customary terms and conditions, including, but not limited to, completion of due diligence, negotiation and execution of definitive transaction documents between the parties and the delivery of audited and unaudited financial statements of the Target as required under applicable rules of the Securities and Exchange Commission. In addition, completion of the transaction is subject to approval by our Board.

On January 17, 2019, Jiashierle (Xiamen) Healthcare Technology Co., Ltd. (“JSEL”), a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”), and an indirect wholly owned subsidiary of the Company, entered into a Share Transfer Agreement (the “Share Transfer Agreement”) with Mr. Yu Xu (“Mr. Xu”), an individual who owned 90% of the equity interests of Shanghai Kangzi Medical Technology Co., Ltd., a limited liability company organized under the laws of the PRC (“Kangzi”). Pursuant to the Share Transfer Agreement, Mr. Xu transferred 60% of the equity interests of Kangzi to JSEL on January 17, 2019 for the purpose of developing a joint venture in the business of selling medical equipment. In return, JSEL would fund the operations of Kangzi in proportion to its equity interest in Kangzi. Kangzi owned no assets and conducts no liabilities, except for advances from our sole officer and director.

The information presented below should be read as historic information on the Company.business operation of its own.  As a result, as of its bankruptcy,January 17, 2019, Kangzi became an indirect subsidiary of the Company.

On March 15, 2019, the Company, aswith the approval of the dateBoard, entered into a Share Cancellation Agreement (the “Share Cancellation Agreement”) with Mr. Ban Siong Ang, the President, Chief Executive Officer, and Chairman of this filing, is an empty shell with no liquidity, no capital resources, and no operations other than the search for a merger candidate.

Business PriorBoard of the Company. Pursuant to Bankruptcy

Pacific WebWorks enjoyed dramatic growth during 2009 butthe Share Cancellation Agreement, the Company encounteredand Mr. Ang agreed to cancel 109,006,861 shares of Common Stock previously issued to Mr. Ang.  

In March 2019, the Company entered into a seriesRaspberry Purchase Agreement and a Raspberry Juice Processing Agreement with Ditiantai. Pursuant to these two agreements, the Company purchased six tons of legal problemsraspberry from Ditiantai, which were processed by Ditiantai into raspberry juice and delivered to the Company. The Company then sold the raspberry juice to a corporate buyer and five individual buyers. The Company, however, does not plan to engage in the business of selling raspberry juice in the long term.

Since the beginning of 2019, Mr. Xu has led the core research and development team of Kangzi to develop and manufacture a new medical product, the Submillimeter Wave (Terahertz) Quantized Space Therapy Chamber (the “Chamber”). Utilizing submillimeter waves, the Chamber is a medical equipment designed to treat cancer through cold nuclear fusion caused by cosmic ray muons in 2010an enclosed chamber. Specifically, we believe that exposure to an appropriate amount of submillimeter waves could accelerate the generation of a large number of cosmic ray muons inside the human body and management determined that such cosmic ray muons could further facilitate cold nuclear fusion, which could reverse the cancering process through which selenium is converted into nickel inside cells.

The team consists of researchers whom have extensive experience in medicine and physics. The lead scientist of the team, Mr. Xu, had served as the deputy chief engineer of the New Energy Base of the National Defense-Science and Technology Commission in 1995, as the chairman and chief scientist of Shanghai Guangcon New Energy Technology Co., Ltd. from 2011 to 2019, and the director of Shanghai Hengbian New Energy Research Institute from 2003 to 2008. In 2012, Mr. Xu was rewarded the “Harmony-Person of the Year in China” at the “2011 Harmony China Annual Summit” in Beijing and recognized as “Leaping China: One of the Most Influential People of the Year in 2011” by China International Economic and Technical Cooperation Promotion Association, China Elite Culture Promotion Association, and China Outstanding Chinese Merchants Association. In 2013, the Organizing Committee of Boau Forum on Asian SME Development awarded Mr. Xu “2013 China Economic Outstanding Contribution Award.”

Pursuant to the terms of the Share Transfer Agreement entered into by JSEL and Kangzi on January 17, 2019, JSEL has the right to monitor and manage all aspects of operation of Kangzi, including its research and development activities relating to the Chamber. As the development of the Chamber enters its final stage at Kangzi, JSEL started accepting pre-orders for the Chamber in September. Subsequently, on October 15 2019, JSEL entered into a clinical cooperation agreement (the “Clinical Cooperation Agreement”) with Shenzhen Saikun Biotechnology Co., Ltd. (“Saikun”). Pursuant to the Clinical Cooperation Agreement, Saikun agreed to pay JSEL 5.5 million RMB as the total preordering payment. 1.5 million RMB and 1.5 million RMB were delivered to JSEL respectively on September 7 and September 27, 2019. The parties are working on the timing for payment of the remaining 2.5 million RMB due under the Clinical Cooperation Agreement. In exchange, JSEL is obligated to purchase all the components of a Chamber from Kangzi, fully assemble it, was prudentand conduct a clinical trial with Saikun, third-party hospital partners, and patients using the Chamber. Specifically, after receiving the full amount of payment from Saikun, JSEL shall transport the Chamber to stopits preferred location, properly install it, and conduct a clinical trial that lasts at least one month. During the clinical trial, JSEL shall provide training sessions regarding the proper operation of the Chamber to Saikun’s employees. Both Saikun and JSEL are obligated to find third-party hospitals whom will agree to act as partners to co-host the clinical trial and patients whom will be voluntarily willing to undergo treatment provided by the Chamber. While Saikun is responsible for various expenses related to the clinical trial, JSEL is responsible for communicating with patients receiving treatment and other patient-related administrative matters. When JSEL determines that Saikun is capable of properly operating the Chamber and managing activities related to the Chamber, Saikun may request JSEL to move the Chamber to a location designated by Saikun and reinstall it. Furthermore, upon the successful completion of the clinical trial, JSEL shall provide Saikun governmental permits necessary for the operation of the Chamber, and Saikun shall operate the Chamber and provide related services to patients under the supervision of JSEL. In addition, JSEL shall transfer the right of using the Chamber and any beneficiary right affiliated to using the Chamber to Saikun upon receiving the full amount of payment from Saikun. JSEL, nevertheless, owns all the intellectual property rights affiliated with the Chamber. If the two parties decide to terminate the Clinical Cooperation Agreement prior to the expiration of the term, Saikun’s right of using the Chamber during the term is still effective as long as its use of the Chamber does not infringe any of JSEL’s intellectual property rights affiliated with the Chamber. The two parties agreed that the term of the Clinical Cooperation Agreement would not end until Kangzi successfully obtains permits issued by relevant government entities supervising development and sale of medical equipment.

To prepare for the mass production of Chambers, Kangzi is conducting clinical experiments to make further improvements on Chamber and adjusting features of the mass-production mold for Chamber. Kangzi is also in the process of obtaining official governmental permits from relevant government authorities to produce and sell Chambers on a national scale. As its long-term business strategy, Kangzi focuses on researching, developing, and manufacturing high-technology medical equipment while targeting both individual and institutional customers. It plans to massively manufacture Chambers in small and medium sizes, establish operation centers to sell Chambers in various cities across China, and initiate advertising and marketing campaigns on different media platforms. Kangzi will also monetize on services provided to customers who use Chambers and other medical products.

In addition to business activities related to Chamber, the Company’s will commit to the research, development, manufacturing, and sale of healthcare equipment and various health products containing natural plants, including cosmetics, nutritional supplements, and drugs. In the near future, the Company aims to standardize and internationalize the production and sale of healthcare equipment and health products, while the legal matters were addressed.  This resulted in a significant decline in our revenues.  During  2015 the Company returnedincreasing its focus to marketing the Company’s Internet technology products and services.  At the same time the Company continued to seek out synergistic opportunities that could help to diversify the Company’s operations.  Unfortunately, competition throughout the internet software industry continued to intensify.  In particular, competition for the small office/home office business intensified with greater attention being directed to this market from a larger variety of product

15

and service providers using new and more aggressive means to market to this industry.  Faced with this competition Pacific WebWorks was in constant need of more capital and greater processing resources. The Company also faced the challenge of identifying and effectively responding to economic changes generally and of shifting public appetites for technology products.  These challenges, and the Company’s inability to surmount them, ultimately resultedbrand awareness in the decision to file bankruptcy.  healthcare and consumer-product markets.

Liquidity and Capital Resources

Results of Operations

The following charts providechart provides a summary of our results of operationsbalance sheets on for the fiscal years ended December 31, 20172019 and 20162018, and should be read in conjunction with the financial statements, and notes thereto, included with this reportReport at Part II, Item 8, below.

The Company’s only activity during 2017 was the preparation and filing of various periodic reports as required by the 1934 Act.

We had no operating business activities and no revenues in 2017. In the first month and one half of 2016 we received revenue for hosting, gateway, and maintenance fees, software access and licensing fees and product sales. After filing for bankruptcy in February 2016 we ceased active business operations but continued to collect receivables and sell assets. Our revenues in 2016 were $188,212. Our operating expenses in 2017 were $54,113 and consisted of accounting, auditing, and edgarizing expenses associated with filing periodic reports with the SEC. Our sales and operating expenses in 2016 were $476,112. Our net loss in 2017 was $54,113 and our net loss in 2016 was $158,506. Our lower revenue, lower expenses, and lower net loss in 2017 compared to 2016 are all the result of the winding up of our business and its ultimate liquidation per order of the Bankruptcy Court.

On August 19, 2016 the Company proposed a Plan of Liquidation which was confirmed by the Bankruptcy Court on November 28, 2016 and all remaining assets and liabilities were transferred from the Company to the Liquidating Trust on December 28, 2016. As of December 28, 2016,31, 2019, we had assets of $852,453, which mainly consisted of $95,522 in cash and continuing through allcash equivalents, $421,533 in inventory and $202,976 in operating lease right-of-use; we had liabilities of 2017$1,620,394, which mainly consisted of $111,374 in accounts payable, $430,616 in advances from customers, $28 in other taxes payables, $874,749 in related party payables, and up to$172,610 in operating lease liabilities; we had an accumulated deficit of $18,909,705. As we started our business operations in 2019, the date ofdaily operating expenses throughout the year were contributed by our director. We believe this filing on Form 10-K, the Company was an empty shell corporation with no assets and no liabilities, except for loans due to our sole officer and director.

Our President has agreed to pay the expenses associated with maintaining the Company and making the necessary filingssituation will change with the SEC required bydevelopment of our business.

As of December 31, 2018, we had assets of $58,879, which consisted of $37,555 in cash and $21,324 in other receivables; we had liabilities of $296,115, which consisted of $16,628 in accounts payable, $23 in other taxes payables, and $279,464 in related party payables; we had an accumulated deficit of $18,421,319. In the Securities Exchange Actfiscal year 2018, we had not started operation, but we finished all the preparation work and were ready to execute our business strategic plan.

Results of 1934 until such time as we can commence business operations. We hope to do this by acquiring or merging with an active business, however there can be no assurance that we will be successful in achieving this goal. Operations

Liquidity and Capital Resources

The following charts providechart provides a summary of our balance sheets onresults of operations for the fiscal years ended December 31, 20172019 and December 31, 20162018 and should be read in conjunction with the financial statements, and notes thereto, included with this reportReport at Part II, Item 8, below.

AsFrom the period of the date of this filingLiquidation on Form 10-K our primary source of liquidity and capital resources will be interest free loans from our President. We have no business and thus no revenue from operations.

In 2017 the Company relied on loans from its sole officer and director to provide funds for expenses consisting of accounting and audit fees and Edgarizing expenses.  In 2016 the Company had a little more than one month of business revenues prior to its bankruptcy filing in February of 2016. Thereafter it collected funds from the sale and winding down of its various assets and businesses. The Company hopes to generate revenues when it completes a business combination, but will generate no revenues until that time.

The Company had total current assets of $0 at December 31, 2017 and December 31, 2016. On November 28, 2016 to September 6, 2019, we had been a shell company without any significant assets or operations. Since September 7, 2019, we are no longer a shell company due to the Bankruptcy Court ordered the implementationbusiness operation of our bankruptcy plan of liquidation. This plan called for the liquidation of all of our assets for the benefit of our creditors,Kangzi and the transferfirst amount of all remaining assets and liabilities topreordering payment received from Saikun. For a liquidating trust. As a result of these transfers to the liquidating trust, the Company had no assets whatsoever and no liabilities whatsoever at December 31, 2016.detailed description, please see “Overview” above. 

Commitments and Contingencies

Our total liabilities at December 31, 2017 included accounts payable and accrued liabilities.  At December 31, 2016Although we had no liabilities. Atrevenues and operations in the fiscal year end in both 2017 and 2016ended December 31, 2018, we had no commitments$80,101 in revenues in the fiscal year ended December 31, 2019 since we started operation in mid-March 2019. Our expenses during the fiscal year ended December 31, 2019, were $618,225, as compared to $247,777 for the fiscal year ended December 31, 2018. The increase in the expenses was mainly due to increment in marketing expenses, agency expenses, consulting fees, employee wages, and no contingencies.  other office expenditures. In the future, we might incur operating expenses without sufficient revenues, as we have just identified and determined to focus on the research, development, and manufacturing of healthcare equipment and health products. We will depend upon our officers and directors to make loans to the Company to meet any costs that may occur. All such advances will be interest-free loans or equity contributions. However, by the end of September we have received customer prepayments for our new medical product and services pursuant to the Clinical Cooperation Agreement. When we start fulfilling our obligations under the Clinical Cooperation Agreement, we expect to see significant increase in revenue.

Going Concern

Critical Accounting Policies

The preparation ofaccompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Estimates of particular significance in our past financial statements included trade receivables and collections, goodwill, contingent liabilities, and valuing stock option compensation. By December 31, 2017 we were a shell company with no receivables, goodwill, contingent liabilities or stock options.

In the past the Company recognized revenues when all of the following criteria were met: (1) persuasive evidence of an arrangement existed, (2) delivery of products and services had occurred, (3) the fee was fixed or determinable and (4) collectability was reasonably assured.

Going Concern

The Company’s consolidated financial statements have been prepared assuming that it will continue asare presented on a going concern which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.basis. The Company filed bankruptcy in February 2016 and in December of 2016 all assets and liabilities of the Company were transferred to the Liquidating Trust, leaving the Company an empty shell.  Furthermore, the Company has an accumulated deficit of

17

$18,173,542 as of December 31, 2017.  These factors, among others, raiseCompany’s financial condition raises substantial doubt about the Company’sCompany’s ability to continue as a going concern.

Management’s plans to continue asThe Company had an accumulated deficit of $18,909,705 and a going concern include seeking a merger or an acquisition with a larger, better capitalized entity that will benefit current shareholders, however, asnet loss of $540,013 for the fiscal year ended December 31, 2019. As the development of the date hereof,Chamber enters its final stage and our subsidiary, JSEL, has started accepting pre-orders for the Chamber in September, we have not identified any potential merger or acquisition partner.  Becausebelieve that as the Company has no capital with which to pay current expensesnumber of orders for the Company’s sole officer and director has agreed to pay these charges with his personal funds, as interest free loans toChamber increases in the Company or as capital contributions.

Management cannot provide any assurances thatfuture the Company will be successful in accomplishing anygenerate more revenues enabling it to cover its operating expenses.

Off-balance sheet arrangements

As of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

At December 31, 20172019 and also at December 31, 2016 and as of the date of this filing on Form 10-K,2018, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.arrangements.   

Disclosure Of Contractual Obligations  

The Company has no contractual obligations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management believes thatPursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company bears no direct market risk. The Company holds no debt or equity securities, no foreign currencies, and has no credit facility. The sole officer and director ofis not required to provide the Company has agreed to extend loans to the Companyinformation required by this Item as needed to meet obligations, however these will be interest free. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks.is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’sconsolidated financial statements appear at the endand supplementary data required with respect to this Item 8, and as identified in Item 15 of this comprehensive Form 10-K; they consist of:

Report, Of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2017 and 2016

Statement of Operations for the years 2017 and 2016

Statement of Changesare included in Stockholders’ Equity for the years 2017 and 2016

Statement of Cash Flows for the years 2017 and 2016

Notes to Financial Statements

ITEM 9.this Report.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.None.

There have been no disagreements with our accountants and no changes to our accounting and financial disclosure.

ITEM 9A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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An evaluation was carried out under the supervision and with the participation of our sole Executive Officer, ofManagement has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this reportQuarterly Report on Form 10-K.  Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in10-Q. Based on such evaluation, our reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our PrincipalChief Executive Officer or persons performing similar functions, to allow timely decisions regarding required disclosure.  Based on that evaluation, our managementand Chief Financial Officer have concluded that, as of December 31, 2017,such date, our disclosure controls and procedures were not effective foras a result of a material weakness primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the same reasons thatUnited States of America, or GAAP. To remediate the material weakness, our internal controls over financial reporting were not adequate.

Chief Financial Officer, as a member of CPA Australia, hence a Certified Public Accountant in Australia, has attended professional trainings regarding applying GAAP on a regular basis. In the near future, we also intend to hire more personnel with sufficient training and experience in GAAP. 

Management’sManagement’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such termitem is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) 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 its management and directors; and (3) 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.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our current chief executive officer we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 20172019, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, current management concluded that our internal control over financial reporting was not effective as of the evaluation dates because we had no officers or directors on that date, all control over the corporation having passed to the bankruptcy liquidating trustee. Current management has also concluded that our internal control over financial reporting was not effective as of the date of the filing of this comprehensive report due to the factors stated below.same reasons illustrated in “Evaluation of Disclosure Controls and Procedures” above.

·

Insufficient Resources:  We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting to be able to have appropriately designed and operating entity level controls including risk assessment; information and communication; monitoring; and financial reporting.

·

Inadequate Segregation of Duties:  We have an inadequate number of personnel to properly segregate duties to implement control procedures.

·

Lack of Audit Committee and Outside Directors on the Company’s Board of Directors:We do not have a functioning audit committee or outside directors on our board of directors, resulting in

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ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to assess and address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management has discussed the material weakness noted above with our independent registered public accounting firm. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There was ano change of management from the Company’s officers to the bankruptcy liquidating trustee during 2016, and new management replaced the bankruptcy liquidating trustee in June, 2017, but there have been no changes in the Company'sour internal controlscontrol over financial reporting that occurred during itsthe fiscal year ended December 31, 2019, that havehas materially affected, or areis reasonably likely to materially affect, itsour internal control over financial reporting.reporting.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

ITEM 9B.  

ITEM 9B.

OTHER INFORMATION

None.

PART III

Not applicable.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.The following table sets forth information regarding each of our current directors and executive officers:

Directors: At December 31, 2016Business Experience

The following is a brief account of the education and business experience of each director and executive officer of the Company: (1) such person’s name; (2) the year in which such person was first elected a director of the Company; (3) all seatspositions and offices with the Company held by such person; (4) the business experience of such person during the past five years; (5) certain other directorships, if any, held by such person; and briefly discusses the specific experience, qualifications, attributes or skills that led to the conclusion that each such person should serve as a director for us.

Mr. Ban Siong Anghas been our Chairman of the Board, Chief Executive Officer, and President since April 18, 2018. Mr. Ang was appointed as the Group CEO and Managing Director of HEYU Leisure Holidays Corporation (“HEYU Leisure”) in 2014. He also served as interim CFO of HEYU Leisure prior to the joining of new CFO. He graduated from the University of Southern Queensland, Australia, in 1998 and completed his Doctor of Philosophy in International Finance (Honoris Causa) from Gideon Robert University in 2017. Upon his graduation from the University of Southern Queensland, he started his career and worked as Senior Officer in Bursa Malaysia Depository Sdn Bhd (formerly known as Kuala Lumpur Stock Exchange) between 1998 and 2004. From 2004 to 2009, he served as the Director and principal consultant for Golden Design Renovation and Construction Sdn Bhd. Between 2010 and 2011, he served as General Manager and Directors for E-World Films Production Limited, Big Mine (Hong Kong) Private Limited and Asia Morgan Foundation Financial Ltd. In 2012, he founded Heyu Group of Companies in China, Hong Kong, and Malaysia. Heyu Group of Companies are engaged in Leisure and Hotels management, club membership, Biotechnology, Finance and Investment, Food & Beverage, Brand Franchising, Advance Entertainment Technology, Event Management, Property Development and Management, land & real estate property development, etc. He is responsible for the formulation and implementation of the Heyu Group of Companies’ corporate strategies as well as in charge of the corporate finance and investment management aspects of the Group due to his acute knowledge with rich experience, strong commitment, innovative and dynamic personality. He obtained a few Professional Institution Fellowship recognitions from the United Kingdom and also as a member of “The Academic Council on the United Nations System (ACUNS)” in Canada. In view of Mr. Ang humanitarian contributions, he was certified as ASRIA CSR-CAP in recognizing his outstanding contributions to establish, promote and protect humanity, Peace, Culture Human resource development and Education for the well-being of human society through volunteerism. He was also bestowed the Royal Orders from the State of Pahang in Malaysia.

Mr. Hung Seng Tan has been our Executive Director since April 18, 2018. Mr. Tan was appointed as an Executive Director of HEYU Leisure from 2014 to March 2018. Between March 1980 and February 1984, he worked at Hotels and Restaurants in the United States of America. In June 1984, he started his own business venture in Malaysia and served as the Managing Director of Mesin Engineering Sdn Bhd in the field of quarry construction and trading business. Mr. Tan is a prominent hands-on specialist in town with 30 years’ experience in the quarry business (river and marine sand exploratory) and the earthworks construction business in Malaysia in which he has completed a few important infrastructure projects since 1984. He has been sitting on the Board of Directors of Mesin Engineering Sdn Bhd and Hang Seng Constructions in Malaysia since 1996. Mr. Tan’s individual qualifications and skills that led to the conclusion that he should serve as the Executive Director of our Company.

Ms. Wendy Wei Li has been our Chief Financial Officer since April 18, 2018. She is a certified public accountant in Australia and a member of Certified Public Accountant Australia. She previously worked as a consultant in public practice accounting firm, focusing on the function of assurance and risk & control, providing services covering from audit, internal control advice and SOX compliance, to both public and private companies from December 2006 to December 2011. In January 2012, she joined one of the China’s top 3 Public Relation Companies as a Senior Financial Controller till December 2016. From January 2017 to March 2018, she worked as the Chief Financial Officer of Ascent Capital Communications Corporation. She held a bachelor’s degree in business from Queensland University of Technology.

Ms. Kwee Huwa Tan has been our director since October 12, 2018. She is a sales & marketing expert with a strong entrepreneurial spirit. She is the founder and Chief Executive Officer of Isbel Beauty Centre, a provider of primer skin care products, since its incorporation in 2012. Ms. Tan has also served as the Chief Advisor to Heyu Biological Technology Corporation (Xiamen) since 2013, where she was tasked with developing networking opportunities, analyzing profitability of products and market potentials, and cultivating prospective clients. Ms. Tan has also served as a director of Heyu Leisure and a member of its Nominating and Compensation Committee since 2017.

Mr. Stephan Truly Busch has been our director since July 1, 2019. He has served as a non-executive director of Heyu Leisure Holidays Corporation since March 2014, a Professor of Education and Linguistics of Manipur International University since May 2019, an accreditation officer of International Accreditation Organization since January 2014, an evaluation expert of California University Foreign Credentials Evaluation since 2010, a visiting professor of Universidad Empresarial de Costa Rica since December 2010, and an external professor at Ansted University since September 2011. Mr. Busch has been in the teaching profession for over 40 years at different schools in Germany, and is fluent in English, German, Bosnian, Croatian, and Serbian. From June 1973 to July 2014, Mr. Busch worked as a high school teacher at Lessing-Realschule, a school in Germany. Mr. Busch received his Ph.D. in Education in 2014 and his master’s degree in 2010 from Eastern Institute for Integrated Learning in Management University.

Dr. Senad Busatlic has been our director since July 1, 2019. Dr. Senad Busatlic is a sales and marketing expert with 10 years of experience in jump-starting sales, creating jobs, and capturing local, regional and international market trends. Dr, Busatlic has held leadership positions in the department of sales and marketing at several multinational companies, including being a Sales Manager at Orbico, an agent of Procter and Gamble, and Kraft Foods International from December 2001 to April 2003, a Sales Director at Megamix, an agent of Henkel, from April 2003 to April 2005, a Sales Director at Vispack from April 2005 to March 2007, a Marketing Manager at Coca Cola Hellenic Bottling Company from March till October 2007, and an Executive Director of Europapier-Hercegtisak from October 2007 to September 2009.  Besides his professional experience, Dr. Busatlic has 10 years of academic research experience in B2B development. His master thesis and Ph.D. thesis were devoted to discussing strategic decision-making process in sales and marketing. Since 2008, he has published one book, three book chapters, 26 academic papers and 13 conference papers as author or co-author. In addition, since 2010, he has supervised 18 undergraduate thesis, 17 Master thesis, and three PhD dissertations. He is currently in the process of publishing a book with IGI Global, a leading international academic publisher headquartered in Pennsylvania, in the field of strategic management and another book in the field of operations management. Dr, Busatlic has had several positions at the International University of Sarajevo: from April 2012 to June 2017, Dr. Busatlic served as the head of Department of Economic and Management; from December 2014 to June 2016, Dr. Busatlic served as the coordinator of Leadership and Entrepreneurship Center; from January 2011 to April 2012, Dr. Busatlic served as the Vice Rector for Research and External Affairs; and from October 2010 to January 2011, Dr. Busatlic served as the Vice Dean for Faculty of Business Administration. Dr. Busatlic received his Ph.D. in Economics from Braca Karic University Belgrade in 2010.

Family Relationships

Our Executive Director, Mr. Tan, is the brother in law of our Chairman of the Board, Chief Executive Officer, and President, Mr. Ang. None of our other directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

Director Independence

After review of all relevant transactions or relationships between each director, or any of his or her family members, our Board has determined that Ms. Kwee Huwa Tan, Mr. Stephan Truly Busch, and Mr. Senad Busatlic are “independent directors” as defined under the NASDAQ listing standards. Pursuant to the applicable NASDAQ listing standards, an “independent director” refers to a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, were vacant. would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Board Meetings

The Bankruptcy Court appointed liquidating trustee was responsible forBoard did not hold any meeting during the administrationfiscal year ended December 31, 2019.

Committees of the liquidating trust which contained the Company. In June, 2017 the person listed below became our sole officer and director:

Name of Director

Age

Year First Became a Director

Daniel Masters

72

Member since 2017

Principal Occupations During at Least the Past Five Years and Certain Directorships

Daniel Masters, age 72, has been President and a DirectorBoard of the Company since June 2017. He is also an attorney practicing business law with an emphasis on corporate reorganizations. He has served on the Boards of Directors of Pacific Media Group Enterprises, Inc. (from 2014 to 2017), BIM Homes, Inc. (from 2014 to 2016), BullsNBears.com (2010 to 2015), Golden Edge Entertainment, Inc. (from 2010 to 2015), and MedBook World, Inc. (from 2010 to 2015). Before establishing his current law practice in 2002, Mr. Masters served as an independent investment banker and corporate finance consultant from 1990 to 2002. Between 1978 and 1989 he worked as an investment banker with L.F. Thompson & Co. and with Capital Technology Group; as Vice President for Finance with the Trilon Group; and as President of Golden Gate Capital. Prior to 1978 Mr. Masters held positions as a legislative aid on the staff of the U.S. Congress and as executive assistant to the President of the University of California. Mr. Masters received his Bachelor of Arts Degree (A.B.) from Harvard University and a Juris Doctorate (J.D.) from Thomas Jefferson School of Law.

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Officers: At December 31, 2016 the Company had no officers. The Bankruptcy Court appointed liquidating trustee was responsible for the administration of the liquidating trust which contained the Company. In June, 2017 the person listed below became our sole officer:

Name of Officer

Age

Position

Daniel Masters

72

President and CEO

Background information on our executive officer is set forth above under our board of directors.

Code of Ethics.

 We have adopted a code of ethics that applies to our sole executive officer and director. The code of ethics will be posted on the investor relations section of the Company's website in the event that we develop a website. At such time as we have posted the code of ethics on our website, we intend to satisfy the disclosure requirements under Item 10 of Form 8-K regarding any amendment to, or waiver from, a provision of the code of ethics by posting such information on the website.

Audit Committee.

Our board of directors has not established an audit committee. In addition, weWe do not have a standing nominating, compensation, committee or executive committee or similaraudit committee. Rather, our full Board performs the functions of these committees. We willdo not believe it is necessary for our Board to appoint such committees because the volume of matters that come before our Board for consideration permits the directors to give sufficient time and attention to such matters to be involved in all likelihood, establish an audit committee untildecision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such time ascommittees.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board evaluated the business of the Company generates a positive cash flow of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participationnumber of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct, and securities laws are adequate ethical guidelines. In the event that our operations, employees, and directors expand in the financial reporting process. At such time asfuture, we establish an audit committee, its additional disclosuresmay take actions to adopt a formal Code of Ethics.

Compliance with our auditors and management may promote investor confidence in the integritySection 16(a) of the financial reporting process.Securities Exchange Act

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussionSection 16(a) of the audited financial statements with management,Exchange Act requires our directors, executive officers, and (ii) discussionsgreater than 10% beneficial owners of our Common Stock to file reports of ownership and changes in ownership with the independent auditors of mattersSEC. Directors, executive officers, and greater than 10% stockholders are required to be discussed by the Statement On Auditing Standards No. 61rules and No. 90, as may be modified or supplemented.regulations of the SEC to furnish us with copies of all Section 16(a) reports they file. Based solely on the Company’s review of the copies of such forms it has received and written representations from certain reporting persons with respect to the period from January 1, 2019 through December 31, 2019, the Company believes that all of its officers, directors and greater than 10% beneficial owners, complied with all Section 16(a) filing requirements applicable to them during the Company’s most recently completed fiscal year.

ITEM 11.  EXECUTIVE COMPENSATION.

The following table showsis a summary of the compensation we paid to our executive officers, for the fiscal years ended December 31, 2019 and 2018 for the Company.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

There were no stock options exercised since the date of our inception by the executive officers named in the Summary Compensation table above.

Long-Term Incentive Plan (“LTIP”) Awards Table

There were no awards made to any named executive officers in all capacities during the past two years.last completed fiscal year under any LTIP.

Employment Agreements

21The Company has entered into employment agreements with officers and other key employees.

Compensation of Directors

The following is a summary of the compensation we paid to our directors, for the fiscal years ended December 31, 2019 and 2018 for the Company.

We do not currently have an established policy to provide compensation to members of our Board for their services in that capacity.

Option Plan

We currently do not have a Stock Option Plan. However, we may to issue stock options pursuant to a Stock Option Plan in the future. Such stock options may be awarded to management, employees, and members of the Board and consultants of the Company.

ITEM 12.  

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of the date of this Report, and by the officers and directors, individually and as a group. Unless otherwise indicated herein, the address for the beneficial owners listed below is Room 1901, Baotuo Building, 617 Sishui Street, Huli District, Xiamen City, Fujian Province, China, 361009.

As

Related Person Transactions

Other than compensation agreements and other arrangements described herein and our transactions described below, since our inception there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:

We had no revenues and operations in the fiscal year ended December 31, 2017 one person was known by the Company to be the beneficial owner of more than five percent of the outstanding common stock, Daniel Masters, the Company’s sole officer2018. Expenses occurred during this period mainly include auditing, consulting, and director. Mr. Masters holds 100,000,000 shares of our common stock or about 66.8% of the outstanding shares. As of December 31, 2016 no person was known by the Company to be the beneficial owner of more than five percent of the outstanding common stock,legal advisory expenses, government registration expenses, and no person was serving as apayrolls for administrations. A director of the Company or as an executive officer ofextended a zero-interest loan for the Company. The remaining 49,713,895 shares ofCompany to cover all the Company's outstanding common stock are held by approximately 410 shareholders of record, no one of which is known to be the beneficial owner of five percent (5%) or more of the Company’s common stock. There are, as of the date hereof, a total of 149,713,895 common shares issued and outstanding.   

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

In June 2017, a total of 100,000,000 common shares were issued to Daniel Masters, the Company's sole officer and director and majority shareholder. This transaction valued the stock at par value or $0.001 per share. There were no related party transactions to reportoperation expenses totaling $279,464 for the year ended December 31, 2016.2018.

The CompanyWe had no independent directors at$163,680 revenues in the fiscal year ended December 31, 2017 or2019, since we started operation in mid-March 2019. A director of the Company extended a zero-interest loan for the Company to cover all the operation expenses totaling $874,749 for the year ended December 31, 20162019. In the future, we might incur operating expenses without sufficient revenues, as we have just identified and it has no independentdetermined to focus on the research, development, and manufacturing of healthcare equipment and health products. We will continue to depend upon our officers and directors as ofto make loans to the date of this report.Company to meet any costs that may occur. All such advances will be interest-free loans or equity contributions.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forthprovides information about the aggregate fees billed to the Companyus for professional services rendered by its independent auditors for 2017external accounting firms and 2016:auditing firms during fiscal years 2019 and 2018:

The BoardAudit Fees. Audit fees consist of Directors acts as the Audit Committee. The Board pre-approves the engagement of accountants to render all audit servicesfees for the Company, as well as any changesaudit of our annual financial statements or services that are normally provided in connection with statutory and regulatory annual and quarterly filings or engagements.

Audit-Related Fees. Audit-related fees consist of fees for accounting, assurance and related services that are reasonably related to the termsperformance of the engagement. Theaudit or review of our financial statements and are not reported as Audit Fees.

Tax Fees. Tax fees consist of fees for tax compliance services, tax advice and tax planning. During the fiscal years of 2019 and 2018, the services provided in this category included assistance and advice in relation to the preparation of corporate income tax returns.

All Other Fees. Any other fees not included in Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-Approval Policies and Procedures.

Our Board will also pre-approvepre-approved all non-audit related services proposed to be provided by the Company’s independent registered public accounting firm. The Board reviews the terms of the engagement, a description of the engagement and a budget for the engagement.  WWC, Professional Corporation.

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

None.

The following documents are filed as part of this report:

No.

Description

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30.1

22

Certification of Chief Executive Officer and required by Rule 13a-14(a) or Rule

15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

30.2

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule

15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101    The following materials from the Company’s Annual Report on Form 10-K for the years ended December 31, 2017 and 2016, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at December 31, 2017 and December 31, 2016, (ii) Statement of Operations for the years ended December 31, 2017 and December 31, 2016, (iii) Statement of Changes in Stockholders’ Equity, (iv) Statement of Cash Flows for the years ended December 31, 2017 and  December 31, 2016, and (v) Notes to Financial Statements.      

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SIGNATURES

 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Pacific WebWorks, Inc., the Registrant,registrant has duly caused this reportReport to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 26, 2018  

  PACIFIC WEBWORKS, INC.

authorized, on March 30, 2020.

By: /s/ Daniel Masters

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, on March 30, 2020.

 Daniel Masters

 President, CEO, CFO, and Director

23