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: 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.)

 

3136 Mission Gorge Road, Suite 111For the quarterly period ended March 31, 2019

San Diego, California 92120or


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Tel: (858) 459-1133

Fax: (858) 459-1103For the transition period from ___________ to ___________

Commission 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 Province, 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  / /


Securities registered pursuant to Section 12(b) of the Act:

The

Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone

Indicate 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: 1,032,466,000 shares as of May 15, 2019.

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
Condensed Consolidated Balance Sheets (Unaudited)1
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)2
Condensed Consolidated Statement of Cash Flows (Unaudited)3
Notes to Condensed Consolidated Financial Statements (Unaudited)4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations10
Item 3.Quantitative and Qualitative Disclosures About Market Risk11
Item 4.Controls and Procedures12
Part II
OTHER INFORMATION
Item 1.Legal Proceedings13
Item 1A.Risk Factors13
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds13
Item 3.Defaults Upon Senior Securities13
Item 4.Mine Safety Disclosures13
Item 5.Other Information13
Item 6.Exhibits13






ITEM 1. FINANCIAL STATEMENTS



Heyu Biological Technology Corporation

(Formerly known as Pacific Webworks, Inc.)

Condensed Consolidated Balance Sheets

(Unaudited)

  March 31,  December 31, 
  2019  2018 
       
ASSETS
       
Current Assets      
Cash and cash equivalents $98,493  $37,555 
Other receivables  24,499   21,324 
Inventory  17,821   - 
Total current assets  140,813   58,879 
         
         
Total Assets $140,813  $58,879 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
         
Current Liabilities        
Accounts payable and accrued expenses $19,136  $16,628 
Income tax and other taxes payable  4   23 
Related party payables  406,475   279,464 
Total current liabilities  425,615   296,115 
         
Commitments and Contingent Liabilities        
         
Stockholders' Deficit        
         
Common stock ($0.001 par value, 2,000,000,000 shares authorized, 1,032,466,000 and 1,141,472,861 shares issued and outstanding respectively as of March 31, 2019 and December 31, 2018, respectively)  1,032,466   1,141,473 
Shares to be cancelled  -   (109,007)
Additional paid-in capital  17,149,050   17,149,050 
Accumulated other comprehensive income  3,494   2,567 
Accumulated deficit  (18,469,185)  (18,421,319)
Stockholders' equity - HYBT and Subsidiaries  (284,175)  (237,236)
Noncontrolling interests in subsidiaries  (627)  - 
Total stockholders' deficit  (284,802)  (237,236)
         
Total Liabilities and Stockholders' Deficit $140,813  $58,879 

The un-audited quarterlyaccompanying notes are an integral part of these consolidated financial statements for the period ended September 30, 2017, prepared by the Company, immediately follow.statements.                



Heyu Biological Technology Corporation


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


(Formerly known as Pacific Webworks, Inc.)


Condensed Consolidated Statements of Operations and Comprehensive Income



(Unaudited)




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

 



  For the Three Months Ended March 31, 
  2019  2018 
       
Revenue, net $21,932  $- 
         
Cost of Revenue $12,873  $- 
         
Gross Profit $9,059  $- 
         
Operating expenses        
Selling expenses  1,393     
Administrative expenses  56,162   8,910 
Total operating expenses  57,555   (8,910)
         
Loss on operations  (48,496)  (8,910)
         
Other Income (Expenses)  4     
         
Loss on operations before income taxes  (48,492)  (8,910)
         
Income tax expense  -   - 
         
Net Loss $(48,492) $(8,910)
  Loss attributable to noncontrolling interests  (627)  - 
Net loss attributable to HYBT shareholders  (47,865)  (8,910)
         
Other Comprehensive Income        
Foreign currency translation adjustment  927   - 
Total Comprehensive Loss $(46,938) $(8,910)
Total comprehensive income attributable to noncontrolling interests  (8)  - 
Total comprehensive loss attributable to HYBT shareholders  (46,946)  (8,910)
         
Net loss per share - basic and diluted $(0.00) $(0.00)
         
Weighted average shares - basic and diluted  1,045,789,061   32,466,000 



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

 PACIFIC WEBWORKS, INC.


Heyu Biological Technology Corporation

(Formerly known as Pacific Webworks, Inc.)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

  For the Three Months Ended March 31, 
  2019  2018 
       
CASH FLOWS FROM OPERATING ACTIVITIES      
Net Loss $(48,492) $(8,910)
Adjustments to reconcile net loss to net cash used in operating activities:        
Change in assets and liabilities        
Accounts receivable  -   - 
Other receivables  (3,175)  - 
Inventory  (17,821)    
Accounts payable and accrued liabilities  2,508   (4,240)
Income tax and other taxes payable  (19)  - 
Net cash (used in)/provided from operating activities  (66,999)  (13,150)
         
CASH FLOWS FROM INVESTING ACTIVITIES  -   - 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from related party lending  127,010   13,150 
Net cash (used in)/provided from financing activities  127,010   13,150 
         
Effect of exchange rate changes on cash  927   - 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS  60,938   - 
         
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  37,555   - 
         
CASH AND CASH EQUIVALENTS AT END OF PERIOD $98,493  $- 

Supplementary information 

Income tax paid$-$-
Interest paid$-$-

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, 2017(Unaudited)

(Unaudited)



NOTE 1 – THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES


Pacific WebWorks, Inc.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 with Mr. Ban Siong Ang and operations have been presentedMr. Dan Masters, pursuant to which Mr. Ang acquired 1,021,051,700 shares, representing 98.91% of the issued and outstanding shares of common stock of the Company (“Common Stock”) from Mr. Masters for an aggregate purchase price of $335,000 (the “Share Purchase”). As a result of the Share Purchase Agreement, the Company accepted the resignation of Dan Masters, as discontinued operations priorthe Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board. This resignation was given in connection with the closing of the Share Purchase and was not the result of any disagreement with the Company on any matter relating to the December 28, 2016Company’s operations, policies, or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as of the closing of the Share Purchase and recognized as contributed capital.

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

On July 3, 2018, the Company changed its name to Heyu Biological Technology Corporation, with a new ticker symbol, HYBT.

During 2018, the Company established the following subsidiaries: (1) HP Technology Limited, a British Virgin Islands business company incorporated on September 20, 2018 and (2) Heyu Healthcare Technology Limited, a Hong Kong company incorporated on March 29, 2018. Further, on November 5, 2018, the Company acquired the following subsidiary: Jiashierle (Xiamen) Healthcare Technology Co., Ltd. (“JSEL”), a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”) on November 16, 2017.

On January 17, 2019, JSEL entered into a Share Transfer Agreement (the “Share Transfer Agreement”) with Mr. Yu Xu (“Mr. Xu”), an individual with an address at No. 68 Chengde South Road, Qingpu District, Huaian City, Jiangsu Province, the PRC, and who owned 90% of the equity interests of Shanghai Kangzi Medical Technology Co., Ltd., a limited liability company organized under the laws of the PRC (“Kangzi”). JSEL received 60% of the outstanding equity interest of Kangzi from Mr. Xu for the purpose of developing a joint venture in the business of selling medical equipment. It was the parties’ intention that JSEL would fund the operations of Kangzi in proportion to its equity interest in Kangzi. At the time of the share transfer, (see Note 4)Kangzi owned no assets and conducted no business operation of its own.

In March 2019, the Company entered into a Raspberry Purchase Agreement and a Raspberry Juice Processing Agreement with Luoyang Ditiantai Agricultural Development Co., Ltd. (“Ditiantai”). Pursuant to these two agreements, the Company purchased six tons of raspberry from Ditiantai, which were processed by Ditiantai into raspberry juice and delivered to the Company. The Company currently has nothen sold the raspberry juice to a corporate buyer and five individual buyers. The Company, however, does not plan to engage in the business operations.of selling raspberry juice in the long term, and is still identifying and considering its operational direction.



Basis of Presentation

NOTE 2 – BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed consolidated financial statements have been prepared byin accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2019 and 2018 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as of March 31, 2019, the results of its operations for the three months ended March 31, 2019 and 2018, and its cash flows for the three months ended March 31, 2019 and 2018. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet as of December 31, 2018 has been derived from the Company's audited financial statements included in the Form 10-K for the year ended December 31, 2018.

The statements and related notes have been prepared pursuant to the rules and regulations of the U. S. Securities and Exchange Commission.  CertainCommission (the "SEC"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principlesU.S. GAAP have been condensed or omitted in accordance withpursuant to such rules and regulations. The information furnished in the interim condensed consolidatedThese 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.  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 statementsshould be read in conjunction with the Company’s December 31, 2016 audited financial statements and notes thereto.other information included in the Company's Annual Report on Form 10-K as filed with the SEC for the fiscal year ended December 31, 2018. 


Heyu Biological Technology Corporation

(Formerly known as Pacific Webworks, Inc.)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

As of March 31, 2019, the details of the consolidating subsidiaries are as follows:

Name of CompanyPlace of
incorporation
Attributable
equity
interest %
HP Technology LimitedBritish Virgin Islands100%
Heyu Healthcare Technology LimitedHong Kong100%
JSELThe PRC100%
KangziThe PRC60%

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that the estimates used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. Significant estimates include the allowance for doubtful accounts, impairment assessments of goodwill, valuation of deferred tax assets, rebilling collections and certain accrued liabilities such as contingent liabilities.

Cash Equivalents

The Company considers all highly liquid debt instruments purchased with a maturity period of three months or less to be cash or cash equivalents. The carrying amounts reported in the accompanying unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. All of the Company’s cash that is held in bank accounts in the PRC and Hong Kong is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance or any other similar insurance in the PRC, or Hong Kong.

Inventories

Inventories are stated at the lower of cost or market value. The Company applies the weighted average cost method to its inventory.

Foreign Currency

For fiscal year 2019, the Company’s principal country of operations is the PRC. The accompanying consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of shareholders’ equity included in other comprehensive income. Gains and losses from foreign currency transactions are included in profit or loss. There were no gains and losses from foreign currency transactions during the three months ended March 31, 2019 and 2018.

  As of 
  March 31, 2019  December 31, 2018 
RMB: US$ exchange rate  6.7111   6.8764 

  Three months ended
March 31,
 
    2019  2018 
RMB: US$ exchange rate   6.7464   6.2801 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

General and administrative costs

General and administrative expenses include personnel expenses for executive, finance, and internal support personnel. In addition, general and administrative expenses include fees for bad debt costs, professional legal and accounting services, insurance, office space, banking and merchant fees, and other overhead-related costs.


Heyu Biological Technology Corporation

(Formerly known as Pacific Webworks, Inc.)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Income Taxes

The Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes. Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. ASC Topic 740 also requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the U.S. net operating loss carry-forwards, are dependent upon future earnings, if any, of which the timing and amount are uncertain.

The Company adopted ASC Topic 740-10-05, Income Tax, which provides guidance for recognizing and measuring uncertain tax positions, it prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions.

The Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present them as a component of income tax expense.

Capital Structure

The Company had 2,000,000,000 shares of authorized common stock, par value $0.001 per share, with 1,032,466,000 shares issued and outstanding as of March 31, 2019, and 1,141,472,861 shares issued and outstanding as of December 31, 2018.

Earnings (loss) per share

Basic net income (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive.

Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be antidilutive.

As of March 31, 2019, and December 31, 2018, there were no potentially dilutive shares.

  For the Three Months Ended March 31, 
  2019  2018 
Statement of Operations Summary Information:      
Net loss $(48,492) $(8,910)
Weighted-average common shares outstanding - basic and diluted  1,045,789,061   32,466,000 
Net loss per share, basic and diluted $(0.00) $(0.00)

NOTE 32 – 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

During the normal course of business.  The Company filed bankruptcy in February 2016 and in December of 2016 all assets and liabilities ofthree months ended March 31, 2019, the Company were transferredhad been unable to generate cash flows sufficient to support its operations and had been dependent on related party advances from the Liquidating Trust.  Furthermore,current controlling shareholder. In addition, the Company hashad experienced recurring net losses, and had an accumulated deficit of $18,139,429$18,469,185 and working capital deficit of $284,802 as of September 30, 2017.March 31, 2019. 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, as of the date hereof, we have not identified any potential merger or acquisition partner.  Because the Company has no capital with which to pay current expenses the Company’s sole officer and director has agreed to pay these charges with his 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 consolidatedThe accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that might be necessarymay result should the Company be unable to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations or that funds will be available from external sources such as debt or equity financings or other potential sources. If the Company is unable to raise capital from external sources when required, there would be a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders. Management is now seeking an operating company with which to merge or acquire. In the foreseeable future, the Company will rely on related parties such as its controlling shareholder, to provide advances to funds general corporate purposes and any potential acquisitions of profitable investments. There is no assurance, however, that the Company will achieve its objectives or goals.


Heyu Biological Technology Corporation

(Formerly known as Pacific Webworks, Inc.)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 3 – CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of the following:

  As of March 31,
2019
  As of
December 31,
 2018
 
       
Bank Deposits-China & HK $50,066  $37,555 
Cash on hand  48,427   - 
  $98,493  $37,555 

NOTE 4 – DISCONTINUED OPERATIONSOTHER RECEIVABLE


Other receivable consists of the following:

  As of March 31,
2019
  As of
December 31,
 2018
 
         
Fujian Shanzhiling Biological Technology Co., Ltd. $24,499  $21,324 

On February 23, 2016October 8, 2018, the Company filedentered into a voluntary petition for bankruptcy innon-binding letter of intent with Fujian Shanzhiling Biological Technology Co., Ltd. (the “Acquirer”), a Chinese biotechnology product manufacturing corporation, whereby the U.S. Bankruptcy Court forAcquirer agreed to acquire 51% of 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 liabilitiesoutstanding capital of the Company were transferredsubject to certain adjustment provisions (the “Shanzhiling Acquisition”). As the date of this Report, the Company has not entered into any definitive agreements related to the Liquidating Trust. The Company has recognized the cessation of its business operations in accordance with Accounting Standards Codification (ASC) 205-20, Discontinued Operations. As such, the historical resultsShanzhiling Acquisition, Other receivable contains payments made on behalf of the Company have been classifiedacquirer as discontinued operations.of March 31, 2019.


ResultsNOTE 5 – INVENTORY

Inventory consists of the discontinued operationsfollowing:

  As of
March 31,
2019
  As of
December 31,
2018
 
       
Raw materials  9,834         - 
Finished goods  7,987   - 
  $17,821  $- 

No impairment was provided for the threeinventories as of March 31, 2019.

NOTE 6 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and nine months ended September 30, 2016 areother payables consist of the following:

  As of March 31,
2019
  As of
December 31,
 2018
 
       
Accrued payroll  14,977   7,589 
Other Payables  4,159   9,039 
  $19,136  $16,628 

Accrued payroll includes all company employee payroll liabilities as follows:of March 31, 2019, and other payables contains employee reimbursements.


 

 

 

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)

 

 

 

 

 

 

 


Heyu Biological Technology Corporation


(Formerly known as Pacific Webworks, Inc.)

Cash flow from discontinued operations for the nine months ended September 30, 2016 are as follows:Notes to Condensed Consolidated Financial Statements


(Unaudited)









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 57 – RELATED PARTY TRANSACTIONS


During

As of March 31, 2019, and December 31, 2018, the three monthsCompany owed related parties $406,475 and $279,464, respectively. As the Company has just started business activities in March 2019, all expenses incurred during this reporting period are paid by a related party. Expenses mainly included auditing, consulting and legal advisory expenses, government registration expenses, and payrolls.

A director of the Company provides the property for the use by the Company without charge.

NOTE 8 – EQUITY

The Company recorded the following equity transactions during the quarter ended September 30, 2017,March 31, 2019:

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

 The Company recorded the following equity transactions during the year ended December 31, 2018:

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

On April 13, 2018, 1,000,000,000 shares were issued to a prior related party as a repayment of debt.

On April 18, 2018, the Company entered into a Share Purchase Agreement with Mr. Ban Siong Ang and Mr. Dan Masters, pursuant to which Mr. Ang acquired 1,021,051,700 shares, representing 98.91% of the issued and outstanding shares of Common Stock from Mr. Masters for an aggregate purchase price of $335,000. As a result of the Share Purchase Agreement, the Company accepted the resignation of Mr. Masters, as the Company’s President, paid $20,000 on behalfChief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Company to vendors for accounting and auditing services required to completeBoard. This resignation was given in connection with the annual and quarterly reportsclosing of the Share Purchase and was not the result of any disagreement with the Company which had been delayed becauseon any matter relating to the Company’s operations, policies, or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as of the Company’s bankruptcy.  As such, a related party payable was recorded inclosing of the amount of $20,000Share Purchase and recognized as of September 30, 2017.contributed capital.




NOTE 6 – EQUITY


On June 19, 2017July 30, 2018, the Company amended its Articles of Incorporation with the State of Nevada in order to increase its authorized common shares of Common Stock from 50,000,000150,000,000 to 150,000,000.2,000,000,000.


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

In October 2018, the controlling stockholder of the Company, Mr. Ban Siong Ang, entered into a series of share transfer agreements (the “Share Transfer Agreements”) with certain buyers (the “Buyers”). Pursuant to the Share Transfer Agreements, an aggregate of 109,006,861 shares of Common Stock were issued to the Buyers, but the cancellation of the 109,006,861 shares of Common Stock held by Mr. Ang was still in process as of December 31, 2018. The cancellation of those shares held by Mr. Ang was subsequently completed on March 20, 2017 control was purchased from2019, pursuant to a Share Cancellation Agreement dated March 15, 2019, by and between the bankruptcy trustee for $25,000Company and Mr. Ang.

Unless otherwise indicated, all common share amounts and per share amounts in the financial statements and disclosures have been presented giving effect to the 1-for-464 reverse split that became effective on April 11, 2018, and the Company issued 100,000,000 shares of its common100-for-1 forward stock split that became effective on September 11, 2018.


Heyu Biological Technology Corporation

(Formerly known as Pacific Webworks, Inc.)

Notes to its President.  No proceeds were received by the Company for the issuance of shares, therefore the shares were valued at par value.Condensed Consolidated Financial Statements


(Unaudited)


NOTE 79SUBSEQUENT EVENTSINCOME TAXES






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 is subject to U.S. Federal tax laws. The Company has evaluated subsequent eventsnot recognized an income tax benefit for its operating losses in the United States because the Company does not expect to commence active operations in the United States.

Heyu Healthcare Technology Limited was incorporated in Hong Kong and is subject to Hong Kong profits tax at a tax rate of 16.5%. Since Heyu Healthcare Technology Limited had no taxable income during the reporting period, it has not paid Hong Kong profits taxes. Heyu Healthcare Technology Limited has not recognized an income tax benefit for its operating losses in Hong Kong because the Company does not expect to commence active operations in Hong Kong.

The Company plans to conduct its major operations in the PRC through JSEL, and in accordance with the provisions of ASC 855relevant tax laws and regulations. The corporate income tax rate in China is 25%. The Company has identified that there arenot paid PRC profits taxes, since it had no additional subsequent events that require disclosure.    taxable income during the reporting period.



9







ITEM 2.

MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

 

RESULTS OF OPERATIONS


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” or “we”) was incorporated in the state of Nevada on May 18, 1987, as Asphalt Associates, Inc. and changed its name to Pacific WebWorks Inc. in January 1999. During the years fromFrom 1999 to 2016 Pacific WebWorks, Inc. was an application service providerthe Company engaged in the development and 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 with Mr. Ban Siong Ang and Mr. Dan Masters, pursuant to which Mr. Ang acquired 1,021,051,700 shares, representing 98.91% of the issued and outstanding shares of Common Stock from Mr. Masters for an aggregate purchase price of $335,000. As a result of these transfersthe Share Purchase Agreement, the Company became,accepted the resignation of Mr. Masters, as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and remainsChairman of the Board. This resignation was given in connection with the closing of the Share Purchase and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as of the dateclosing of this filing, an empty shell company,the Share Purchase and recognized as contributed capital.

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


On July 3, 2018, the Company changed its name to Heyu Biological Technology Corporation, with a new ticker symbol, HYBT.

On January 17, 2019, JSEL, entered into the Share Transfer Agreement with Mr. Xu, whereby JSEL received 60% of the outstanding equity interest of Kangzi from Mr. Xu for the purpose of developing a joint venture in the business of selling medical equipment. It was the parties’ intention that JSEL would fund the operations of Kangzi in proportion to its equity interest in Kangzi. At the time of the share transfer, Kangzi owned no assets and conducted no liabilities, except for advances from our sole officerbusiness operation of its own.

On March 15, 2019, the Company, with the approval of the Board, entered into a Share Cancellation Agreement (the “Share Cancellation Agreement”) with Mr. Ban Siong Ang, the President, Chief Executive Officer, and director.


The information presented below with regardChairman of the Board of the Company. Pursuant to the quarter ended September 30, 2016 should be read as historic information onShare Cancellation Agreement, the Company and Mr. Ang agreed to cancel 109,006,861 shares of Common Stock previously issued to Mr. Ang.

In March 2019, the Company entered into a Raspberry Purchase Agreement and a Raspberry Juice Processing Agreement with Ditiantai. Pursuant to these two agreements, the Company purchased six tons of raspberry from Ditiantai, which were processed by Ditiantai into raspberry juice and delivered to the Company. AsThe Company then sold the raspberry juice to a resultcorporate buyer and five individual buyers. The Company, however, does not plan to engage in the business of selling raspberry juice in the long term, and is still identifying and considering its bankruptcy, the Company as of the date of this filing is an empty shell with no liquidity, no capital resources, and no operations other than the search for a merger candidate.operational direction.


Liquidity Andand Capital Resources


As of September 30, 2017March 31, 2019, we had no assets of $140,813, which consisted of $98,493 in cash, $24,499 in other receivables, and $17,821 as inventory; we had liabilities of $425,615, which consisted of $19,136 in accounts payable, $4 in taxes payable, and $406,475 in related party liabilities of $20,000, andpayables; we had an accumulated deficit of $18,139,429.$18,469,185. As of December 31, 2016 we also had no assets and no liabilities and an accumulated deficit of $18,119,429. As of September 30, 20162018, we had assets of $97,150$58,879 and liabilities of $191,535$296,115 and anour accumulated deficit of $18,213,814. All assets held at September 30, 2016 were subsequently liquidated per order oftotaled $18,421,319. Additionally, as the bankruptcy courtCompany started its operation in mid-March 2019, related parties paid expenses totaling $127,011 to vendors for accounting, auditing, consulting, SEC filing services, and all liabilities were paid through a liquidating trust, also per order of the bankruptcy court.other operating expenses.


Results of Operations


Following the Liquidation on December 28, 2016, we became a shell company without any significant assets or operations.

We started operations in March 2019, and had no revenues or operations for the same period in the three and nine months ended September 30, 2017, and 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.  






In2018. Our revenues during the three months ended September 30, 2016 we had no revenues,March 31, 2019, were $21,932, and the cost of salesrevenue was $12,873, as compared to nil and nil for the same three months period ended March 31, 2018, respectively. The increase in revenues and cost of $70, operatingrevenue was due to our sale of raspberry juice in March 2019. We had incurred selling expenses of $113,557, a net loss from operations$1,393 and administrative expenses of $113,557, and total other income of $4,105. In$56,162 during the ninethree months ended September 30, 2016 we had gross revenues of $188,212, cost of sales of $69,891, operatingMarch 31, 2019, as compared to selling expenses of $525,034, a net loss from operationsnil and administrative expenses of $406,714, and total other income of $153,822.  The Company had filed a voluntary petition for bankruptcy in February of 2016 and the revenues and expenses$8,910 for the quarter ended September 30, 2016 reflectsame period in 2018, respectively. The increase in the Company’s wind downexpenditure was mainly due to liquidation. All remaining assetsemployee wages and liabilities were transferred from the Company to a liquidating trust on December 28, 2016.salary expenses, auditing, and other day-to-day operation related expenses. We will, in all likelihood, continue to sustainincur operating expenses without correspondingsufficient 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. TheAs of March 31, 2019, the Company has no cashhad an accumulated deficit of $18,469,185 and no other material assets and it has no operations or revenues from operations.a net loss of $48,492 for the three months ended March 31, 2019. 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 3 QUANTITATIVE AND QUALITATIVE ABOUT MATERIAL RISKS

Smaller reporting companies are not required to provide the information required by this item.

11



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 Officer concluded that our internal control over financial reporting was not effective during the 2016 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, 2017March 31, 2019, 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


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.

None.


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


ExhibitExhibit Description
3.1(1)Articles of Incorporation
3.2(2)Certificate of Amendment
3.3(3)Certificate of Amendment
3.4(4)Certificate of Amendment
3.5(5)By-Laws
3.6(6)First Amendment to the By-Laws
10.1(7)Share Cancellation Agreement by and between the Company and Ban Siong Ang dated March 15, 2019
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

No.

(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.
(6)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2018, and incorporated herein by this reference.
(7)

Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on March 21, 2019, and incorporated herein by reference.

Description

*Filed herewith.
**In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

---


-----------

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 2002SIGNATURES

 

101

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

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)





Statement of Cash Flows for the nine months ended September 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.


Heyu Biological Technology Corporation
By:/s/ Ban Siong Ang
Name:Ban Siong Ang

Dated: May 15, 2019 

Title:Chief Executive Officer
By:/s/ Wendy Wei Li
Name:Wendy Wei Li

Dated: May 15, 2019 

Title:Chief Financial Officer

Date: December 26, 2017                 


PACIFIC WEBWORKS, INC.



 By:/s/ Daniel Masters

                                       _________________________________14

                                       Daniel Masters

                                       President, CEO, CFO, and Director