UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,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:For the quarterly period ended September 30, 2017
COMMISSION FILE NUMBER: 000-26731
PACIFIC WEBWORKS, INC.
(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.)2018
3136 Mission Gorge Road, Suite 111☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
San Diego, California 92120
For the transition period from ___________ to ___________
Tel: (858) 459-1133
Fax: (858) 459-1103Commission file number 000-26731
HEYU BIOLOGICAL TECHNOLOGY CORPORATION |
(Exact name of registrant as specified in its charter) |
Nevada | 87-0627910 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4thFloor, No. 10 Building,
Xinglin Bay Business Operation Center,
Jimei District, Xiamen City,
Fujian Provice, China 361022
(Address and telephone number of principal executive offices)offices, including zip code)
(86) 158 5924 0902
(Telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 pastlast 90 days.
Yes / /☒ 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/☒ 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, or an emerging growth company.
Large See the definitions of “large accelerated filer, [ ] Accelerated Filer [ ]
Non-accelerated“accelerated filer, [ ] Smaller” “smaller reporting company, [X]” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
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 ☒ No☐
Yes /X/ No / /
TheIndicate the number of Registrant’s shares outstanding of each of the issuer’s classes of common stock, $0.001 par value, outstanding as of December 8, 2017 was 149,713,895.the latest practicable date: 1,032,266,000 shares as of November 9, 2018
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.
TABLE OF CONTENTS
Index to Form 10-Q
Page | ||
Part I | ||
FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | 1 |
Report of Independent Registered Public Accounting Firm | ||
Unaudited Condensed Consolidated Balance Sheets | 1 | |
Unaudited Condensed Consolidated Statement of Operations | 2 | |
Unaudited Condensed Consolidated Statement of Cash Flows | 3 | |
Notes to Unaudited Condensed Consolidated Financial Statements | 4 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 9 |
Item 4. | Controls and Procedures | 9 |
Part II | ||
OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 10 |
Item 1A. | Risk Factors | 10 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
Item 3. | Defaults Upon Senior Securities | 10 |
Item 4. | Mine Safety Disclosures | 10 |
Item 5. | Other Information | 10 |
Item 6. | Exhibits | 11 |
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ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended September 30, 2017, prepared by the Company, immediately follow.
PACIFIC WEBWORKS, INC. | |||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
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| September 30, 2017 |
| December 31, 2016 |
| (Unaudited) |
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ASSETS |
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Total Assets | $ - |
| $ - |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Related Party Payables | $ 20,000 |
| $ - |
Total Liabilities | 20,000 |
| - |
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Commitments and contingencies | - |
| - |
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Stockholders' Deficit |
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Common stock, $0.001 par value, 150,000,000 shares authorized; |
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149,713,895 and 49,713,895 shares issued and outstanding |
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as of September 30, 2017 and December 31, 2016, respectively | 149,714 |
| 49,714 |
Additional paid-in capital | 17,969,715 |
| 18,069,715 |
Accumulated deficit | (18,139,429) |
| (18,119,429) |
Total stockholders' deficit | (20,000) |
| - |
Total liabilities and stockholders' deficit | $ - |
| $ - |
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The accompanying notes are an integral part of these financial statements |
PACIFIC WEBWORKS, INC. | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
(Unaudited) | |||||||
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| For the Three Months Ended June 30, |
| For the Nine Months Ended September 30, | ||||
| 2017 |
| 2016 |
| 2017 |
| 2016 |
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Revenue | $ - |
| $ - |
| $ - |
| $ - |
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Operating expenses | 20,000 |
| - |
| 20,000 |
| - |
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Loss from continuing operations | (20,000) |
| - |
| (20,000) |
| - |
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Loss from discontinued operations | - |
| (109,522) |
| - |
| (252,891) |
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Loss before income taxes | (20,000) |
| (109,522) |
| (20,000) |
| (252,891) |
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Income tax expense | - |
| - |
| - |
| - |
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Net Loss | $ (20,000) |
| $ (109,522) |
| $ (20,000) |
| $ (252,891) |
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Net loss per share - basic and diluted | $ (0.00) |
| $ (0.00) |
| $ (0.00) |
| $ (0.01) |
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Weighted average shares - basic and diluted | 149,713,895 |
| 49,713,894 |
| 87,076,532 |
| 49,713,894 |
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The accompanying notes are an integral part of these financial statements |
PACIFIC WEBWORKS, INC. | |||
STATEMENTS OF CASH FLOWS | |||
(Unaudited) | |||
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| For the Nine Months Ended September 30, | ||
| 2017 |
| 2016 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Loss | $ (20,000) |
| $ - |
Net cash from (used for) operating activities - continuing operations | (20,000) |
| - |
Net cash from (used for) operating activities - discontinued operations | - |
| (213,677) |
Net cash from (used for) provided by operating activities | (20,000) |
| (213,677) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Net cash from (used for) investing activities - discontinued operations | - |
| 162,204 |
Net cash from (used for) provided by investing activities | - |
| 162,204 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Related party payables | 20,000 |
| - |
Net cash from (used for) financing activities - continuing operations | 20,000 |
| - |
Net cash from (used for) financing activities - discontinued operations | - |
| (29,564) |
Net cash from (used for) provided by financing activities | 20,000 |
| (29,564) |
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NET DECREASE IN CASH AND CASH EQUIVALENTS | - |
| (81,037) |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | - |
| 178,187 |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ - |
| $ 97,150 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Cash paid during period for : |
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Interest | $ - |
| $ 1,011 |
Income Taxes | $ - |
| $ - |
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The accompanying notes are an integral part of these financial statements |
HEYU BIOLOGICAL TECHNOLOGY CORPORATION
(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2018 | December 31, 2017 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Assets | $ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Liabilities | ||||||||
Accounts payable | 936 | 12,813 | ||||||
Accrued salaries | 2,200 | - | ||||||
Related party payables | 523,764 | 41,300 | ||||||
Total Liabilities | 526,900 | 54,113 | ||||||
Commitments and contingencies | - | - | ||||||
Stockholders’ Deficit | ||||||||
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 1,032,266,000 and 32,266,000 shares issued and outstanding respectively | 1,032,266 | 32,266 | ||||||
Additional paid-in capital | 16,762,173 | 18,087,163 | ||||||
Accumulated deficit | (18,321,339 | ) | (18,173,542 | ) | ||||
Total stockholders’ deficit | (526,900 | ) | (54,113 | ) | ||||
Total liabilities and stockholders’ deficit | $ | - | $ | - |
The accompanying notes are an integral part of these condensed consolidated financial statements
HEYU BIOLOGICAL TECHNOLOGY CORPORATION
(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
Operating expenses | 125,957 | 20,000 | 147,797 | 20,000 | ||||||||||||
Loss on operations | (125,957 | ) | (20,000 | ) | (147,797 | ) | (20,000 | ) | ||||||||
Loss from operations | - | - | - | - | ||||||||||||
Loss before income taxes | (125,957 | ) | (20,000 | ) | (147,797 | ) | (20,000 | ) | ||||||||
Income tax expense | - | - | - | - | ||||||||||||
Net Loss | $ | (125,957 | ) | $ | (20,000 | ) | $ | (147,797 | ) | $ | (20,000 | ) | ||||
Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted average shares - basic and diluted | 1,032,266,000 | 149,713,895 | 636,661,604 | 87,076,532 |
The accompanying notes are an integral part of these condensed consolidated financial statements
HEYU BIOLOGICAL TECHNOLOGY CORPORATION
(FORMERLY KNOWN AS PACIFIC WEBWORKS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30, | ||||||||
2018 | 2017 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net Loss | $ | (147,797 | ) | $ | (20,000 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Change in assets and liabilities | ||||||||
Accounts payable | (9,677 | ) | - | |||||
Net cash used from operating activities | (157,474 | ) | (20,000 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | - | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from related party lending | 157,474 | 20,000 | ||||||
Net cash provided used in financing activities | 157,474 | 20,000 | ||||||
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: | ||||||||
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
September 30, 20172018
(Unaudited)
NOTE 1 – THE COMPANY
Pacific WebWorks, Inc.The Company
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. 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 Company’s 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. 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 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. On July 19, 2018, the Board of Directors approved an amendment to the Company’s Articles of Incorporation to increase its authorized common shares from 150,000,000 to 2,000,000,000.
NOTE 2 – BASIS OF FINANCIAL STATEMENT PRESENTATIONSIGNIFICANT 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’s 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 Company’s 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 nine months ended September 30, 2018 and 2017.
NOTE 3 – GOING CONCERN
The Company’s consolidated 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 $18,139,429$18,321,339 as of September 30, 2017.2018. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s 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 officerofficers 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 OPERATIONSRELATED 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 nine months ended September 30, 2016 are as follows:
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| For the Three Months Ended September 30, 2016 |
| For the Nine Months Ended September 30, 2016 | |
Revenues |
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| Hosting, gateway and maintenance fees |
| $ | - | $ | 159,475 |
| Product sales |
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| - |
| 28,737 |
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| - |
| 188,212 |
Cost of sales |
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| 70 |
| 69,891 | |
| Gross profit (loss) |
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| (70) |
| 118,320 |
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Selling expenses |
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| - |
| 32,966 | |
Research and development |
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| 2,539 |
| 54,198 | |
General and administrative |
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| 111,018 |
| 437,870 | |
| Total operating expenses |
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| 113,557 |
| 525,034 |
| Loss from operations |
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| (113,627) |
| (406,714) |
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Other income (expense) |
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| Interest income (expense), net |
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| - |
| (1,011) |
| Gain on sale of assets |
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| 4,105 |
| 154,833 |
| Total other income (expense) |
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| 4,105 |
| 153,822 |
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| Net loss from discontinued operations |
| $ | (109,522) | $ | (252,891) |
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Cash flow from discontinued operations for the nine months ended September 30, 2016 are as follows:
Cash Flows From Operating Activities |
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| Net loss |
| $ | (252,891) | ||
| Adjustments to reconcile net loss to net |
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| cash used for operating activities: |
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| Gain (loss) on sale of assets |
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| (154,833) | ||
| Changes in assets and liabilities: |
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| Deposits |
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| 4,825 | ||
| Receivables |
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| 77,196 | ||
| Restricted cash |
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| 62,840 | ||
| Prepaid expenses and other assets |
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| 77,172 | ||
| Inventory |
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| 18,942 | ||
| Accounts payable and accrued liabilities |
| (12,617) | |||
| Deferred revenue |
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| (34,311) | ||
| Net cash used for discontinued operating activities | $ | (213,677) | |||
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Cash Flows From Investing Activities |
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| Proceeds from sale of property and equipment | $ | 162,204 | |||
Net cash provided by discontinued financing activities | $ | 162,204 | ||||
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Cash Flows From Financing Activities |
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| Cash paid on notes payable |
| $ | (29,564) | ||
| Net cash used for discontinued financing activities | $ | (29,564) | |||
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NOTE 5 – RELATED PARTY TRANSACTIONS
During the three months ended September 30, 2017, the Company’s President2018, related parties’ paid $20,000 on behalf of the Companyexpenses 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 which had been delayed becauseCompany. Of the $62,087, $41,300 related to balances existing at December 31, 2017 and $147,464 was for services provided during the nine months period ended September 30, 2018. The entire balance of $147,464 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 Company’s bankruptcy. As such,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 $126,756 and $136,687 for the three and nine months ended September 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 was recorded in the amount of $20,000 as of September 30, 2017.is non-interest bearing and due on demand.
NOTE 65 – 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.
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 the Company’s common stock has been increased from 10,322,660 to 1,032,266,000 shares, with the par value unchanged at $0.001.
NOTE 76 – SUBSEQUENT EVENTS
On November 1, 2017 the Bankruptcy Court for the District of Utah issued a final decree ending the bankruptcy case filed by the Company in February, 2016. The Company had been separated from this case on December 28, 2016 when all assets and liabilities were transferred to a liquidating trust.
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'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONSForward-Looking Statements
The following discussion and analysis is intendedStatements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to help you understand ourthe goals, plan objectives, intentions, expectations, financial condition, and results of operations, forfuture performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the quarter ended September 30, 2017. You should read the following discussion and analysis together with our audited financial statements for the year ended December 31, 2016 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 negativelywords “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions or by discussionsexpressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many 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. Ourwhich are beyond our control) that could cause actual results couldto differ materially from those discussedset forth in this report.the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Executive Overview
The CompanyHeyu 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 Company’s 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 was 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 officerrecognized as contributed capital.
On April 18, 2018, to fill the vacancies created by Mr. Masters’s resignations, Mr. Ban Siong Ang and director.
The information presented below with regard toMr. Hung Seng Tan were elected as the quarter ended September 30, 2016 should be read as historic information ondirectors 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 aschanged 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 the date of this filing is an empty shellCompany’s common stock has been increased from 10,322,660 to 1,032,266,000 shares, with no liquidity, no capital resources, and no operations other than the search for a merger candidate.par value unchanged at $0.001.
Liquidity Andand Capital Resources
As of September 30, 20172018 we had no assets and we had liabilities of $526,900 which consisted of $936 in accounts payable, $2,200 in accrued salaries and $523,764 in related party liabilities of $20,000, andpayables; we had an accumulated deficit of $18,139,429.$18,321,339. As of December 31, 20162017 we also had no assets and noour liabilities totaled $54,113 and anour 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 nine months ended September 30, 2016 we had assets2018, related parties paid expenses to vendors for accounting, auditing, and SEC filing services.
Additionally, following the SPA of $97,150April 18, 2018, a related party paid for accounting, auditing and liabilitiesSEC filing services on behalf of $191,535the Company totaling $126,756 and an accumulated deficit of $18,213,814. All assets held at$136,687 for the three and nine months ended September 30, 2016 were subsequently liquidated per order2018. That same director is also due $335,000 for the purchase of the bankruptcy courtshares per the SPA and all liabilities were paid through$52,077 for purchaser expenses related to the SPA, which has been recorded as a liquidating trust, also per order ofreduction to additional paid-in capital. As such, on September 30, 2018, the bankruptcy court.related party payable totaled $523,764.
Results of Operations
Following the consummation of the SPA on April 18, 2018, the Company became a shell company without any significant assets or operations.
We had no revenues orand no operations in the three and nine months ended September 30, 2017,2018 and for the same period in 2017; our expenses of $20,000 related to accounting and auditing costs required to complete the annual and quarterly reports which had been delayed because of the Company’s bankruptcy.
Induring the three months ended September 30, 2016 we had no revenues, cost of sales of $70, operating expenses of $113,557, a net loss from operations of $113,557, and total other income of $4,105. In the nine months ended September 30, 2016 we had gross revenues of $188,212, cost of sales of $69,891, operating expenses of $525,034, a net loss from operations of $406,714,2018 were $125,957 and total other income of $153,822.$147,797, as compared to $20,000 for both the same three and nine month periods ended 2017 respectively. The Company had filed a voluntary petition for bankruptcyincrease in February of 2016 and the revenues and expenses forexpenditure is mainly due to the quarter ended September 30, 2016 reflect the Company’s wind down to liquidation. All remaining assets and liabilities were transferred from the Company to a liquidating trust on December 28, 2016.SPA event in April 2018 which has been disclosed above. We will, in all likelihood, continue to 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. During the quarter ended September 30, 2017 our sole officer and director provided the company with an interest free loan of $20,000.
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'sCompany’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.
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ITEM 3 QUANTITATIVE AND QUALITATIVE ABOUT MATERIAL RISKS
Smaller reporting companies are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation Ofof Disclosure Controls Andand 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.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 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.
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS
There have been no material changesSmaller reporting companies are not required to provide the risks to our business from those described in our Form 10-K as filed with the SEC on December 7, 2017.information required by this item.
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
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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
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 2002
101
The following materials from the Company’s Quarterly Report on Form 10-Q for
(1) | 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. |
(2) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on July 6, 2018, and incorporated herein by reference. |
(3) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on August 3, 2018, and incorporated herein by reference. |
(4) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on September 14, 2018, and incorporated herein by reference. |
(5) | 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. |
the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at September 30, 2017 and December 31, 2016, (ii) Statement of Operations for the three months and nine months ended September 30, 2017 and 2016, (iii)
* | Filed herewith. |
** | Furnished herewith. |
Statement of Cash Flows for the nine months ended September 30, 2017 and 2016, and (iv) Notes to Financial Statements.SIGNATURES
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, 2017
PACIFIC WEBWORKS, INC.
Dated: November 13, 2018
By:/s/ Daniel Masters
Heyu Biological Technology Corporation | ||
By: | /s/ Ban Siong Ang | |
Name: | Ban Siong Ang | |
Title: | Chief Executive Officer |
_________________________________
Daniel Masters
President, CEO, CFO, and Director