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 111TRANSITION 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)

Nevada87-0627910

(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 filerAccelerated filer
Non-accelerated filerSmaller 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 Statements1
Report of Independent Registered Public Accounting Firm
Unaudited Condensed Consolidated Balance Sheets1
Unaudited Condensed Consolidated Statement of Operations2
Unaudited Condensed Consolidated Statement of Cash Flows3
Notes to Unaudited Condensed Consolidated Financial Statements4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations7
Item 3.Quantitative and Qualitative Disclosures About Market Risk9
Item 4.Controls and Procedures9
Part II
OTHER INFORMATION
Item 1.Legal Proceedings10
Item 1A.Risk Factors10
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds10
Item 3.Defaults Upon Senior Securities10
Item 4.Mine Safety Disclosures10
Item 5.Other Information10
Item 6.Exhibits11

i






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

 

 

 

 

 

 

 

 

 

September 30, 2017

 

December 31, 2016

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

       Total Assets

$

 

$

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Related Party Payables

$

20,000 

 

$

       Total Liabilities

20,000 

 

 

 

 

 

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 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

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        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 Nine Months Ended September 30,

 

2017

 

2016 

 

2017 

 

2016 

 

 

 

 

 

 

 

 

Revenue

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

Operating expenses

20,000 

 

 

20,000 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

(20,000)

 

 

(20,000)

 

 

 

 

 

 

 

 

 

Loss from discontinued operations

 

(109,522)

 

 

(252,891)

 

 

 

 

 

 

 

 

Loss before income taxes

(20,000)

 

(109,522)

 

(20,000)

 

(252,891)

 

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(20,000)

 

$

(109,522)

 

$

(20,000)

 

$

(252,891)

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.01)

 

 

 

 

 

 

 

 

Weighted average shares - basic and diluted

149,713,895 

 

49,713,894 

 

87,076,532 

 

49,713,894 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                       The accompanying notes are an integral part of these financial statements







PACIFIC WEBWORKS, INC.

 STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

2017 

 

2016 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

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)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

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

 

162,204 

Net cash from (used for) provided by investing activities

 

162,204 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

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)

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(81,037)

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

178,187 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

 

$

97,150 

 

 

 

 

 

 

 

 

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 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:


 

 

 

For the Three Months Ended September 30, 2016

 

For the Nine Months Ended September 30, 2016

Revenues

 

 

 

 

 

 

Hosting, gateway and maintenance fees

 

$

-

$

159,475

 

Product sales

 

 

-

 

28,737

 

 

 

 

-

 

188,212

Cost of sales

 

 

70

 

69,891

 

Gross profit (loss)

 

 

(70)

 

118,320

 

 

 

 

 

 

 

Selling expenses

 

 

-

 

32,966

Research and development

 

 

2,539

 

54,198

General and administrative

 

 

111,018

 

437,870

 

Total operating expenses

 

 

113,557

 

525,034

 

Loss from operations

 

 

(113,627)

 

(406,714)

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

Interest income (expense), net

 

 

-

 

(1,011)

 

Gain on sale of assets

 

 

4,105

 

154,833

 

Total other income (expense)

 

 

4,105

 

153,822

 

 

 

 

 

 

 

 

Net loss from discontinued operations

 

$

(109,522)

$

(252,891)

 

 

 

 

 

 

 



Cash flow from discontinued operations for the nine months ended September 30, 2016 are as follows:










Cash Flows From Operating Activities

 

 

 

 

Net loss

 

$

(252,891)

 

Adjustments to reconcile net loss to net

 

 

 

 

    cash used for operating activities:

 

 

 

    Gain (loss) on sale of assets

 

 

(154,833)

 

Changes in assets and liabilities:

 

 

 

 

    Deposits

 

 

4,825

 

    Receivables

 

 

77,196

 

    Restricted cash

 

 

62,840

 

    Prepaid expenses and other assets

 

 

77,172

 

    Inventory

 

 

18,942

 

    Accounts payable and accrued liabilities

 

(12,617)

 

    Deferred revenue

 

 

(34,311)

 

    Net cash used for discontinued operating activities

$

(213,677)

 

 

 

 

 

Cash Flows From Investing Activities

 

 

 

 

Proceeds from sale of property and equipment

$

162,204

Net cash provided by discontinued financing activities

$

162,204

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

Cash paid on notes payable

 

$

(29,564)

 

Net cash used for discontinued financing activities

$

(29,564)

 

 

 

 

 


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.

8

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

Exhibit Exhibit Description
3.1(1)Articles of Incorporation
3.2(2)Amended and Restated Articles of Incorporation
3.3(3)Amended and Restated Articles of Incorporation
3.4(4)Amended and Restated Articles of Incorporation
3.5(5)By-Laws
3.6*Amended and Restated By-Laws
31.1*Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

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