UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED: June 30, 20172018


COMMISSION FILE NUMBER: 000-26731



PACIFIC WEBWORKS, INC.HEYU BIOLOGICAL TECHNOLOGY CORPORATION


(Exact name of registrant as specified in its charter)


            Nevada                                                                                                            87-0627910

_______________________________                                                                ___________________

(State or other jurisdiction of                                                                                    (I.R.S. Employer

 incorporation or organization)                                                                                  Identification No.)

       

3136 Mission Gorge Road, Suite 1114th Floor, No. 10 Building, Xinglin Bay Business Operation Center,

San Diego, California 92120Jimei District, Xiamen City,

Fujian Provice, China 361022


Tel: (858) 459-1133

Fax: (858) 459-1103(86) 158 5924 0902

(Address and telephone number of principal executive offices)




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


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



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.


Large accelerated filer [ ]                                    Accelerated Filer [ ]


Non-accelerated filer [ ]                              Smaller reporting company [X]

                                                                Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  /X/        No  / /




The number of Registrant’sRegistrants shares of common stock, $0.001 par value, outstanding as of December 8, 2017August 14, 2018 was 149,713,895.10,322,660.






ITEM 1.  FINANCIAL STATEMENTS



The un-auditedunaudited quarterly financial statements for the period ended June 30, 2017,2018, prepared by the Company, immediately follow.




PACIFIC WEBWORKS, INC.

HEYU BIOLOGICAL TECHNOLOGY CORPORATION

HEYU BIOLOGICAL TECHNOLOGY CORPORATION

(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)

(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS





 

 

 




 

 

 

June 30, 2018


December 31, 2017

June 30, 2017

 

December 31, 2016

(Unaudited)



(Unaudited)

 

 




ASSETS

 

 

 




 

 

 




Assets

$

 

$

$


$

 

 

 




 

 

 




LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 




 

 

 




Liabilities

$

 

$




Accounts payable

936 


12,813 

Accrued salaries

3,000 


Related party payables

397,008 


41,300 

Total Liabilities

400,944 


54,113 

 

 

 




Commitments and contingencies

 


 

 

 




Stockholders' Deficit

 

 

 




Common stock, $0.001 par value, 150,000,000 shares authorized;

 

 

 

149,713,895 and 49,713,895 shares issued and outstanding

 

 

 

as of June 30, 2017 and December 31, 2016, respectively

149,714 

 

49,714 

Common stock, $0.001 par value, 2,000,000,000 shares authorized;




10,322,660 and 322,660 shares issued and outstanding respectively

10,323 


323 

Additional paid-in capital

17,969,715 

 

18,069,715 

17,784,116 


18,119,106 

Accumulated deficit

(18,119,429)

 

(18,119,429)

(18,195,383)


(18,173,542)

Total stockholders' deficit

 

(400,944)


(54,113)

Total liabilities and stockholders' deficit

$

 

$

$


$

 

 

 




 

 

 




The accompanying notes are an integral part of these condensed consolidated financial statements

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

 




 

 

 

The accompanying notes are an integral part of these financial statements



 






PACIFIC WEBWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

2017

 

2016

 

2017

 

2016 

 

 

 

 

 

 

 

 

Revenue

$

-

 

$

-

 

$

-

 

$

 

 

 

 

 

 

 

 

Operating expenses

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Loss from continuing operations

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

-

 

54,148

 

-

 

(143,369)

 

 

 

 

 

 

 

 

Income (loss) before income taxes

-

 

54,148

 

-

 

(143,369)

 

 

 

 

 

 

 

 

Income tax expense

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Net Income (Loss)

$

-

 

$

54,148

 

$

-

 

$

(143,369)

 

 

 

 

 

 

 

 

Net income (loss) per share - basic and diluted

$

0.00

 

$

0.00

 

$

0.00

 

$

(0.00)

 

 

 

 

 

 

 

 

Weighted average shares - basic and diluted

60,702,906

 

49,713,894

 

55,238,757

 

49,713,894 



        The accompanying notes are an integral part of these financial statements

HEYU BIOLOGICAL TECHNOLOGY CORPORATION

(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)












For the Three Months Ended June 30,

For the Six Months Ended June 30,


2018

2017

2018 

2017






Revenue

$

$

-

$

$

-






Operating expenses

12,931 

-

21,841 

-






Loss on operations

(12,931)

-

(21,841)

-






Loss from operations

-

-






Loss before income taxes

(12,931)

-

(21,841)

-






Income tax expense

-

-






Net Loss

$

(12,931)

$

-

$

(21,841)

$

-






Net loss per share - basic and diluted

$

(0.002)

$

-

$

(0.005)

$

-






Weighted average shares - basic and diluted

8,603,474 

130,825

4,485,942 

119,049





















The accompanying notes are an integral part of these condensed consolidated financial statements


 



 






PACIFIC WEBWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30,

 

2017

 

2016 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net cash from (used for) operating activities -  discontinued operations

$

-

 

$

(114,747)

Net cash from (used for) operating activities

-

 

(114,747)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Net cash from (used for) investing activities -  discontinued operations

-

 

158,099 

Net cash from (used for) investing activities

-

 

158,099 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Net cash from (used for) financing activities -  discontinued operations

-

 

(29,564)

Net cash from (used for) financing activities

-

 

(29,564)

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

-

 

13,788 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

-

 

178,187 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

-

 

$

191,975 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

Cash paid during period for :

 

 

 

     Interest

$

-

 

$

1,011 

     Income Taxes

$

-

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     The accompanying notes are an integral part of these financial statements

HEYU BIOLOGICAL TECHNOLOGY CORPORATION

(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)










For the Six Months Ended June 30,


2018


2017





CASH FLOWS FROM OPERATING ACTIVITIES




Net Loss

$

(21,841)


$

-

       Adjustments to reconcile net loss to net cash used in operating activities:



        Change in assets and liabilities




Accounts payable

(8,877)


-

Net cash used in operating activities

(30,718)


-





CASH FLOWS FROM INVESTING ACTIVITIES


-





CASH FLOWS FROM FINANCING ACTIVITIES




Proceeds from related party lending

30,718 


-

Net cash provided by in financing activities

30,718 


-





NET DECREASE IN CASH AND CASH EQUIVALENTS


-





CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


-





CASH AND CASH EQUIVALENTS AT END OF PERIOD

$


$

-













SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION




Noncash investing and financing activities:




Related party stock issued for debt

$

10,000 


$

-

Related party forgiveness of debt

$

52,087 


$

-

Return of capital to related party

$

(387,077)


$

-













The accompanying notes are an integral part of these condensed consolidated financial statements









 HEYU BIOLOGICAL TECHNOLOGY CORPORATION

(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)

Notes to Condensed Consolidated Financial Statements

June 30, 20172018

(Unaudited)



NOTE 1 THE COMPANY


Pacific WebWorks, Inc.

The Company

Heyu Biological Technology Corporation (the “Company”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 the Company engaged in the development and distribution of web tools software, electronic business storefront hosting, and Internet payment systems for individuals and small to mid-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 assets and liabilities of the Company were transferred to the Liquidating Trust. All assets, liabilities,


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 10,210,517 shares, representing 98.91% of the issued and outstanding shares of common stock of the Company (the Shares) from Seller for an aggregate purchase price of $335,000 (Share Purchase).  As a result of the SPA, the Company accepted the resignation of Dan Masters, as the Companys President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. This resignation was given in connection with the consummation of the Agreement with the Purchaser and were not the result of any disagreement with Company on any matter relating to Company's operations, have been presentedpolicies or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as discontinued operations priorof the effective date of the SPA and recognized as contributed capital.    


On April 18, 2018, to fill the December 28, 2016 transfer (see Note 4).vacancies created by Mr. Masterss 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 Directors 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.



NOTE 2 BASIS OF FINANCIAL STATEMENT PRESENTATION SIGNIFICANT ACCOUNTING POLICIES


Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U. S. Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2018.   Although management believes the disclosures and information presented adequately ensure that the information is not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’sCompanys December 31, 20162017 audited financial statements and notes thereto.  




Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that materially affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates. The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results it reports in its financial statements. The Securities and Exchange Commission has defined the most critical accounting policies as those that are most important to the portrayal of the Companys financial condition and results and require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.


Earnings (Loss) Per Share

Basic net income (loss) per common share (Basic EPS) excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (Diluted EPS) reflects the potential dilution that could occur if stock options or other contracts to issue shares of common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an antidilutive effect on net income per common share.  Basic EPS and Diluted EPS were the same for the three and six months ended June 30, 2018 and 2017.



NOTE 3 GOING CONCERN


The Company’s consolidatedCompanys financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.  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.  Furthermore, the Company has an accumulated deficit of $18,119,429$18,195,383 as of June 30, 2017.2018.  These factors, among others, raise substantial doubt about the Company’sCompanys ability to continue as a going concern.    


Management’sManagements plans to continue as a going concern include seeking a merger or an acquisition with a larger, better capitalized entity that will benefit current shareholders, however,are to sustain operating expenses as they identify and determine the operational direction of the date hereof, we have not identified any potential merger or acquisition partner.Company. Because the Company has no capital with which to pay current expenses the Company’s sole officerCompanys officers and director hasdirectors have agreed to pay these charges with histheir personal funds, as interest free loans to the Company or as capital contributions.






Management cannot provide any assurances that the Company will be successful in accomplishing any 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.



NOTE 4 DISCONTINUED OPERATIONS RELATED PARTY


On February 23, 2016 the Company filedAs 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 assets and liabilitiesresult of the Company were transferred to the Liquidating Trust. The Company has recognized the cessation of its businesshaving no operations in accordance with Accounting Standards Codification (ASC) 205-20, Discontinued Operations. As such, the historical results of the Company have been classified as discontinued operations.


Results of the discontinued operations forand no cash, during the three and six months ended June 30, 2016 are as follows:


 

 

For the Three Months Ended June 30, 2016

 

For the Six Months Ended June 30, 2016

Revenues

 

 

 

 

 

Hosting, gateway and maintenance fees

$

35,790

$

159,475

 

Product sales

 

5,889

 

28,737

 

 

 

41,679

 

188,212

Cost of sales

 

17,504

 

69,821

 

Gross profit

 

24,175

 

118,390

 

 

 

 

 

 

Selling expenses

 

8,804

 

32,966

Research and development

 

15,182

 

51,659

General and administrative

 

103,744

 

326,852

 

Total operating expenses

 

127,729

 

411,477

 

Loss from operations

 

(103,554)

 

(293,087)

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

Interest income (expense), net

 

(397)

 

(1,011)

 

Gain on sale of assets

 

158,099

 

150,728

 

Total other income (expense)

 

157,702

 

149,717

 

 

 

 

 

 

 

Net income (loss) from discontinued operations

$

54,148

$

(143,369)

 

 

 

 

 

 



Cash flow from discontinued operations2018, related parties paid expenses to vendors for accounting, auditing, and SEC filing services.  Prior to the SPA of April 18, 2018, a related party had paid a total of $62,087 for accounting, auditing and SEC filings services required to complete the annual and quarterly reports of the Company.  Of the $62,087, $41,300 related to balances existing at December 31, 2017 and $20,787 was for services provided during the three and six months ended June 30, 2016 are2018.  The entire balance of $62,087 was reduced by $10,000 related to the issuance of 10,000,000 shares on April 13, 2018 and the remaining balance of $52,087 was cancelled as follows:a result of the SPA dated April 18, 2018 and was recorded as contributed capital.  


Additionally, following the SPA of April 18, 2018, a director paid for accounting, auditing and SEC filing services on behalf of the Company totaling $9,931 for the three and six month ended June 30, 2018.  That same director is also due $335,000 for the purchase of the shares per the SPA and $52,077 for purchaser  expenses related to the SPA, which has been recorded as a reduction to additional paid-in capital. The related party payable is non-interest bearing and due on demand.









Cash Flows From Operating Activities

 

 

 

 

Net loss

 

$

(143,369)

 

Adjustments to reconcile net loss to net

 

 

 

 

    cash used for operating activities:

 

 

 

    Gain on sale of assets

 

 

(150,728)

 

Changes in assets and liabilities:

 

 

 

 

    Deposits

 

 

4,825

 

    Receivables

 

 

77,196

 

    Restricted cash

 

 

62,840

 

    Prepaid expenses and other assets

 

 

61,952

 

    Inventory

 

 

18,942

 

    Accounts payable and accrued liabilities

 

(12,094)

 

    Deferred revenue

 

 

(34,311)

 

    Net cash used for discontinued operating activities

$

(114,747)

 

 

 

 

 

Cash Flows From Investing Activities

 

 

 

 

Proceeds from sale of property and equipment

$

158,099

Net cash provided by discontinued investing activities

$

158,099

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

Cash paid on notes payable

 

$

(29,564)

 

Net cash used for discontinued financing activities

$

(29,564)

 

 

 

 

 



NOTE 5 EQUITY


On June 19, 2017, the Company amended its Articles of Incorporation to increase its authorized common shares from 50,000,000 to 150,000,000.  


On June 20, 2017 control was purchased from the bankruptcy trustee for $25,000 and the Company issued 100,000,000 shares of its common stock to its President.  No proceeds were received by the Company for the issuance of shares, therefore the shares were valued at par value.


On March 12, 2018 the Board of Directors, with the consent of the majority shareholder, voted to reverse split the outstanding shares, 464 old shares for 1 new share, resulting in a reduction of shares to 322,660.  All common share amounts and per share amounts in the financial statements reflect the one-for-four hundred and sixty-four reverse stock split. On April 11, 2018 the reverse split became effective.


On April 13, 2018, in accordance with a Security Purchase Agreement, Dan Masters, former President, CEO, CFO, and Director was issued 10,000,000 shares of common stock in exchange for a $10,000 reduction in the related party payable due to him.  Due to the lack of trading of the common stock, the shares were valued at par value.  Additionally, on April 18, 2018, in accordance with the Security Purchase Agreement, all debt due to Mr. Masters totaling $52,087 was cancelled and recorded as contributed capital.   


On April 18 2018, a related party payable was due to a director totaling $387,077 for his expenses related to the SPA, which has been recorded as a reduction to additional paid-in capital.



NOTE 6 SUBSEQUENT EVENTS


On November 1, 2017July 19, 2018, the Bankruptcy Court forBoard of Directors approved an amendment to the DistrictCompanys Articles of Utah issued a final decree ending the bankruptcy case filed by the Company in February 2016. The Company had been separatedIncorporation to increase its authorized common shares from this case on December 28, 2016 when all assets and liabilities were transferred150,000,000 to a liquidating trust.2,000,000,000.  


The Company has evaluated subsequent events in accordance with the provisions of ASC 855 and through the date of this filing and has identified that there are no additional subsequent events that require disclosure.


 











ITEM 2.   

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

          

RESULTS OF OPERATIONS


The following discussion and analysis is intended to help you understand our financial condition and results of operations for the quarterthree and six months ended June 30, 2017.2018. You should read the following discussion and analysis together with our audited financial statements for the year ended December 31, 20162017 and the notes to the financial statements included in this report on Form 10-Q. You should understand that we are no longer 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 described below.  


Forward-Looking Statements


The discussion contained herein contains "forward-looking statements" that involve risk and uncertainties. These statements may be identified by the use of terminology such as "believes," "expects," "may," "should" or anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results could differ materially from those discussed in this report.


Executive Overview


The Heyu Biological Technology Corporation (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. During the years fromFrom 1999 to 2016 Pacific WebWorks, Inc. was an application service providerthe Company engaged in the development and distribution of web tools software, development firm that developedelectronic business software technologiesstorefront hosting, and servicesInternet payment systems for business merchantsindividuals and organizations using Internet and other technologies.


small to mid-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 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 10,210,517 shares, representing 98.91% of the issued and outstanding shares of common stock of the Company (the Shares) 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 Companys President, Chief Executive Officer, Chief Financial Officer, Secretary and remainsChairman of the Board of Directors. This resignation was given in connection with the consummation of the Agreement with the Purchaser and were not the result of any disagreement with Company on any matter relating to Company's operations, policies or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as of the effective date of this filing, an empty shell company, with no assetsthe SPA and no liabilities, except for advances from our sole officer and director.recognized as contributed capital.    


The information presented below with regardOn April 18, 2018, to fill the quarter ended June 30, 2016 should be readvacancies created by Mr. Masterss resignations, Ban Siong Ang and Hung Seng Tan were elected as historic information onthe directors of the Company. As a resultMr. Ang was appointed as President, Chief Executive Officer, and Chairman of its bankruptcy,the Board of Directors 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 as of the date of this filing is an empty shellchanged its name to Heyu Biological Technology Corporation, with a new ticker symbol, HYBT.  The Company currently has no liquidity, no capital resources, and no operations other than the search for a merger candidate.business operations.






Liquidity And Capital Resources


As of June 30, 20172018 we had no assets and we had no liabilities;liabilities of $400,944 which consisted of $936 in accounts payable, $3,000 in accrued salaries and $397,008 in related party payables; we had an accumulated deficit of $18,119,429.$18,195,383.  As of December 31, 20162017 we also had no assets and no liabilities; we had anour liabilities totaled $54,113 and our accumulated deficit totaled $18,173,542.  Additionally, as a result of $18,119,429. As ofthe Company having no operations and no cash, during the three and six months ended June 30, 2016 we2018, related parties paid expenses to vendors for accounting, auditing, and SEC filing services.   Prior to the SPA of April 18, 2018, a related party had assetspaid a total of $207,195$62,087 for accounting, auditing and liabilitiesSEC filings services required to complete the annual and quarterly reports of $192,058the Company.  Of the $62,087, $41,300 related to balances existing at December 31, 2017 and an accumulated deficit$20,787 was for services provided during the three and six months ended June 30, 2018.  The entire balance of $18,104,292. All assets held$62,087 was reduced by $10,000 related to the issuance of 10,000,000 shares on April 13, 2018 and the remaining balance of $52,087 was cancelled as a result of the SPA dated April 18, 2018 and was recorded as contributed capital.  


Additionally, following the SPA of April 18, 2018, a director paid for accounting, auditing and SEC filing services on behalf of the Company totaling $9,931 for the three and six month ended June 30, 2018.  That same director is also due $335,000 for the purchase of the shares per the SPA and $52,077 for the  purchaser expenses related to the SPA, which has been recorded as a reduction to additional paid-in capital.  As such, at June 30, 2016 were subsequently liquidated per order of2018, the bankruptcy court and all liabilities were paid through a liquidating trust, also per order of the bankruptcy court.related party payable totaled $397,008.


Results of Operations


We had no revenues and no expensesoperations in the three and six months ended June 30, 2017. Our only activity2018; our expenses during the three month period was the filing of an amendment to our Articles of Incorporation increasing the number of authorized common shares from 50,000,000 to 150,000,000were $12,931 and the issuance of 100,000,000 shares of





our common stock. No proceeds were received by the Company for the issuance of shares, therefore the sharessix month period were valued at par value.


$21,841. In the three months ended June 30, 2016we had gross revenues of $41,679, cost of sales of $17,504, operating expenses of $127,729, a net loss from operations of $103,554, and total other income of $157,702. In the six months ended June 30, 20162017 we had grossno revenues, of $188,212, cost of sales of $69,821, operating expenses of $411,477, a net loss fromno operations, of $293,087, and total other income of $149,717. The Company had filed a voluntary petition for bankruptcy in February of 2016 and these revenues and expenses reflect the Company’s wind down to liquidation. Our decrease in revenues and liabilities to $0 at June 30, 2017 reflects the liquidation of all assets and payment of all liabilities per the court ordered Plan of Liquidation. All remaining assets and liabilities were transferred from the Company to a liquidating trust on December 28, 2016.no expenses. We will, in all likelihood, sustain operating expenses without corresponding revenues, as we returnidentify and determine the Company to current in its reporting obligations and as we commenceoperational direction of the search for a business combination with a company with ongoing business activities.Company. We will depend upon our sole officerofficers and directordirectors to make loans to the Company to meet any costs that may occur. All such advances will be interest-free loans or equity contributions.


Going Concern


The accompanying financial statements are presented on a going concern basis. The company'sCompany's financial condition raises substantial doubt about the Company's ability to continue as a going concern. The Company has no cash and no other material assets and it has no operations or revenues from operations. It is relying on advances from its officer and director to meet its limited operating expenses.


Off-Balance Sheet Arrangements

  

We do 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.



ITEM 4.     CONTROLS AND PROCEDURESP


ROCEDURES


Evaluation Of Disclosure Controls And Procedures

 

Our sole officer and directorManagement 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 Quarterly Report on Form 10-Q.  Based on such evaluation, our Chief Executive Officer /and Chief Financial Officer hashave concluded that, as of such date, our disclosure controls and procedures were not effective for the same reasons that our internal controls over financial reporting were not adequate.




Internal Control Over Financial Reporting


As indicated in our Form 10-K for the year ended December 31, 2016 our Chief Executive Officer / Chief Financial Officer2017 management concluded that our internal control over financial reporting was not effective during the 20162017 fiscal year at the reasonable assurance level, as 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 United States of America, or GAAP. We are currently in the process of evaluating the steps necessary to remediate this material weakness.


ChangesChanges in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the quarterly period ended June 30, 20172018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial 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.




PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


None.


ITEM 1A. RISK FACTORS


There have been no material changes to the risks to our business from those described in our Form 10-K as filed with the SEC on December 7, 2017.January 26, 2018.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


On June 20, 2017 the Company issued 100,000,000 shares of its common stock to its President.  No proceeds were received by the Company for the issuance of shares, therefore the shares were valued at par value.  There were no other unregistered sales of equity securities during the period covered by this report on Form 10-Q.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. REMOVED AND RESERVEDMINE SAFETY DISCLOSURES



Not applicable.


ITEM 5. OTHER INFORMATION


None.



ITEM 6. - EXHIBITS


No.

Description

---

-----------3.1          Articles of Incorporation*

3.2          Bylaws*

31

Certification of Chief Executive Officer and 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


2002**

32

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002***

* Filed as an exhibit to the Company's Registration Statement on Form 10-12G, as filed with the SEC on July 16, 1999, and incorporated herein by this reference.

**Filed herewith.

***Furnished herewith.

 

101

The following materials from the Company’s Quarterly Report on Form 10-Q for

the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at June 30, 2017 and December 31, 2016, (ii) Statement of Operations for the three months and six months ended June 30, 2017 and 2016, (iii) Statement of Cash Flows for the six months ended June 30, 2017 and 2016, and (iv) Notes to Financial Statements.


 













SIGNATURES


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


Date: December 26, 2017Dated: August 14, 2018               


PACIFIC WEBWORKS, INC.HEYU BIOLOGICAL TECHNOLOGY CORPORATION



By:/s/ Daniel MastersBan Siong Ang

                                       _________________________________

                                       Daniel MastersBan Siong Ang

                                       President, CEO




By: /s/ Wendy Li

                                       _________________________________

                                       Wendy LI

                                       CFO and Director