ITEM 2.

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

RESULTS OF OPERATIONS

The following discussion and analysis is intended to help you understand ourof financial condition and results of operations relates to the operations and financial condition reported in the consolidated financial statements of the Company thereto, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the quarter ended September 30, 2017. You should readhistorical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and analysis together with our audited financial statements forSection 21E of the year ended December 31, 2016Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the notes totiming of 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 statementsevents may be identified by the use of terminology such as "believes," "expects," "may," "should" or anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results could differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this report.Report.

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

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

On April 18, 2018, to fill the vacancies created by Mr. Masters’ 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 and applied for a new ticker symbol HYBT. 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 amendment to its Articles of Incorporation to effectuate a 100-for-1 forward stock split (the “Forward Split”). Subsequently, the Company’s total issued and outstanding shares of Common Stock increased from 10,324,660 to 1,032,466,000 shares, with the par value unchanged at $0.001.

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

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

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

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

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

The information presented below with regard to the quarter ended September 30, 2016 should be read as historic information on the Company.business operation of its own.  As a result, as of its bankruptcy,January 17, 2019, Kangzi became an indirect subsidiary of the Company.

On March 15, 2019, the Company, aswith the approval of the dateBoard, entered into a share cancellation agreement (the “Share Cancellation Agreement”) with Mr. Ban Siong Ang, the President, Chief Executive Officer, and Chairman of this filingthe 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.

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

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

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

Pursuant to the terms of certain share transfer agreement entered into by JSEL and Kangzi on January 17, 2019, JSEL has the right to monitor and manage all aspects of operation of Kangzi, including its research and development activities relating to the Chamber. As the development of the Chamber enters its final stage at Kangzi, JSEL started accepting pre-orders for the Chamber in September, 2019. On October 15, 2019, JSEL entered into a clinical cooperation agreement (the “Clinical Cooperation Agreement”) with no liquidity, no capital resources,Shenzhen Saikun Biotechnology Co., Ltd. (“Saikun”). Pursuant to the Clinical Cooperation Agreement, Saikun agreed to pay JSEL 5.5 million RMB as the total preordering payment. 1.5 million RMB and no1.5 million RMB were delivered to JSEL respectively on September 7 and September 27, 2019. The parties are working on the timing for payment of the remaining 2.5 million RMB due under the Clinical Cooperation Agreement. In exchange, JSEL is obligated to purchase all the components of a Chamber from Kangzi, fully assemble it, and conduct a clinical trial with Saikun, third-party hospital partners, and patients using the Chamber. Specifically, after receiving the full amount of payment from Saikun, JSEL shall transport the Chamber to its preferred location, properly install it, and conduct a clinical trial that lasts at least one month. During the clinical trial, JSEL shall provide training sessions regarding the proper operation of the Chamber to Saikun’s employees. Both Saikun and JSEL are obligated to find third-party hospitals whom will agree to act as partners to co-host the clinical trial and patients whom will be voluntarily willing to undergo treatment provided by the Chamber. While Saikun is responsible for various expenses related to the clinical trial, JSEL is responsible for communicating with patients receiving treatment and other patient-related administrative matters. When JSEL determines that Saikun is capable of properly operating the Chamber and managing activities related to the Chamber, Saikun may request JSEL to move the Chamber to a location designated by Saikun and reinstall it. Furthermore, upon the successful completion of the clinical trial, JSEL shall provide Saikun governmental permits necessary for the operation of the Chamber, and Saikun shall operate the Chamber and provide related services to patients under the supervision of JSEL. In addition, JSEL shall transfer the right of using the Chamber and any beneficiary right affiliated to using the Chamber to Saikun upon receiving the full amount of payment from Saikun. JSEL, nevertheless, owns all the intellectual property rights affiliated with the Chamber. If the two parties decide to terminate the Clinical Cooperation Agreement prior to the expiration of the term, Saikun’s right of using the Chamber during the term is still effective as long as its use of the Chamber does not infringe any of JSEL’s intellectual property rights affiliated with the Chamber. The two parties agreed that the term of the Clinical Cooperation Agreement would not end until Kangzi successfully obtains permits issued by relevant government entities supervising development and sale of medical equipment.

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

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

The outbreak of the novel coronavirus, commonly referred to as “COVID-19”, first found in mainland China, then in Asia and eventually throughout the world, has significantly affected business and manufacturing activities within China, including travel restrictions, widespread mandatory quarantines, and suspension of business activities within China. These measures may cause severe business disruptions to our customers and suppliers, and may also lead to postponement of payment from these parties. Accordingly, our business, results of operations other thanand financial condition may be adversely affected. We suspended our business operation in early February 2020 due to government mandates. We partially recovered our business operation on February 17, 2020, and we fully resumed our business operations on March 1, 2020. Due to the search forcontinuous and rapid development of the COVID-19 outbreak, which was categorized as a merger candidate.pandemic by the World Health Organization on March 11, 2020, the extent of the negative impact of COVID-19 outbreak on our business is currently uncertain.

Liquidity Andand Capital Resources

As of September 30, 2017March 31, 2020, we had no assets of $762,113, which consisted current assets of $22,546 in cash, $22,688 in accounts receivables, $57,280 in other receivables, $6,095 as advances to suppliers, $476,992 as inventory, and noncurrent asset of $176,512 as operating lease right-of-use asset. We had liabilities of $1,620,509, which consisted of current liabilities of $14,117 in accounts payable, $135,650 in accrued expenses and other payables, $437,384 in advances from customers, $13 in taxes payable, $855,340 in related party payables, and $31,917 in short-term operating lease liabilities. We also had recognized long-term operating lease liabilities of $20,000, and$146,088 as noncurrent liabilities. We had an accumulated deficit of $18,139,429.  $18,995,325.

As of December 31, 20162019, we had assets of $852,453, which mainly consisted of $95,522 in cash and cash equivalents, $421,533 in inventory, and $202,976 in operating lease right-of-use. As of December 31, 2019, we had liabilities of $1,620,394, which mainly consisted of $111,374 in accounts payable, $430,616 in advances from customers, $28 in other taxes payables, $874,749 in related party payables, and $172,610 in operating lease liabilities. We also had no assets and no liabilities and an accumulated deficit of $18,119,429.$18,909,705. As we started our business operations in 2019, our director advanced the daily operating expenses throughout the year.

In light of the impacts of the COVID-19 outbreak, if we are required to operate in a challenging economic environment in China, or incur unanticipated capital expenditures, or decide to accelerate growth, we may need additional financing. As of September 30, 2016March 31, 2020, we had assetsborrowed a loan from a shareholder for working capital purposes. The loan is unsecured, non-interest bearing and payable on demand.As of $97,150 and liabilitiesMarch 31, 2020, the Company has borrowed a total of $191,535 and an accumulated deficit$855,340 from such shareholder. We cannot guarantee, however, that additional financing, if required, would be available on favorable terms, if at all. Such financing may include the use of $18,213,814. All assets held at September 30, 2016 were subsequently liquidated per orderadditional debt or the sale of the bankruptcy court and all liabilities were paid through a liquidating trust, also per orderCompany’s equity interests. Any financing which involves the sale of the bankruptcy court.Company’s equity interests or instruments that are convertible into the Company’s equity interests could result in immediate and possibly significant dilution to our existing shareholders.

Results of Operations

We had no revenuesFrom December 28, 2016 to September 6, 2019, we were a shell company without any substantive assets or operations inoperations. Since September 7, 2019, we ceased to be a shell company and adopted the three and nine months ended September 30, 2017, and expensesbusiness of $20,000 related to accounting and auditing costs required to complete the annual and quarterly reports which had been delayed becauseKangzi, receiving our first preordering payment from Saikun. For a more detailed description, please see “Overview” above.

Comparison of the Company’s bankruptcy.Three Months Ended March 31, 2020 and 2019 

InOur revenues during the three months ended September 30, 2016 we had no revenues,March 31, 2020, were $1,395, and the cost of sales of $70, operating expenses of $113,557, a net loss from operations of $113,557,revenues was $290, as compared to $21,932 and total other income of $4,105. In$12,873 for the nine months ended September 30, 2016 we had grosssame period in 2019, respectively. The decreases in revenues of $188,212,and cost of revenues were due to the negative impact of the COVID-19 outbreak on our business operations. As our prospective customers’ businesses had been adversely affected by the COVID-19 outbreak, the demand for our products and services decreased. Moreover, prior to March 1, 2020, our sales and marketing team could not implement offline sales and marketing strategies as originally planned due to the COVID-19 outbreak. As a result, we were unable to secure the same amount of $69,891, operating expenses of $525,034, a net loss from operations 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 fornew revenue sources during the quarter ended September 30, 2016 reflectMarch 31, 2020 as compared to the same period in 2019. As of the date of this quarterly report, China has shown signs of COVID-19 slowdown and Chinese industries have partially resumed businesses as government officials started to ease the restrictive measures. We believe that the impact of the COVID-19 outbreak on our business is both temporary and limited, and our revenues will start growing again as we resume our business activities.

We had incurred selling expenses of $703 and administrative expenses of $94,280 during the three months ended March 31, 2020, as compared to $1,393 and $56,162 for the same period in 2019, respectively. The decrease in selling expenses was mainly due to the Company’s wind downdecreased sales activities during the period. The increase in administrative expenses was mainly due to liquidation. All remaining assetsincreased office rental expenses and liabilities were transferred fromemployment expenses during the Company to a liquidating trust on December 28, 2016.period. We will, in all likelihood, continue to sustainmight incur operating expenses without correspondingsufficient revenues, as we returnhave recently determined to focus on the Company to current in its reporting obligationsresearch, development, and as we commence the search for a business combination with a company with ongoing business activities.manufacturing of healthcare equipment and products. 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. DuringHowever, by the quarter endedend of September 30, 20172019, we have received customer prepayments for our sole officernew medical product and director providedservices pursuant to the company with an interest free loan of $20,000.Clinical Cooperation Agreement. When we start fulfilling our obligations under the Clinical Cooperation Agreement, we expect to see significant increase in revenues.

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 had an accumulated deficit of $18,995,325 and a net loss of $94,368 for the three months ended March 31, 2020. As the development of the Chamber enters its final stage and our subsidiary, JSEL, has no cash and no other material assets and it has no operations orstarted accepting pre-orders in September 2019, we believe that the Company will generate more revenues from operations. It is relying on advances from its officer and director to meet its limitedas the number of orders for the Chamber increases in the future, covering our operating expenses.

In light of the impacts of the COVID-19 outbreak, if we are required to operate in a challenging economic environment in China, or incur unanticipated capital expenditures, or decide to accelerate growth, we may need additional financing. As of March 31, 2020, we had borrowed a loan from a shareholder for working capital purposes. The loan is unsecured, non-interest bearing and payable on demand. We cannot guarantee, however, that additional financing, if required, would be available on favorable terms, if at all. Such financing may include the use of additional debt or the sale of the Company’s equity interests. Any financing which involves the sale of the Company’s equity interests or instruments that are convertible into the Company’s equity interests could result in immediate and possibly significant dilution to our existing shareholders.

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

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

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 currentlyTo remediate the material weakness, our Chief Financial Officer, as a member of CPA Australia, hence a Certified Public Accountant in Australia, has attended professional trainings regarding applying GAAP on a regular basis. In the process of evaluating the steps necessarynear future, we also intend to remediate this material weakness.hire more personnel with sufficient training and experience in GAAP.

Changes in Internal Control Overover Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2017March 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no legal proceedings or claims that we believe will have 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

101None.

ITEM 6. – EXHIBITS

The following materials

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.

 By:/s/ Daniel Masters

                                       _________________________________21

                                       Daniel Masters

 President, CEO, CFO, and Director