Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Heyu Biological Technology Corp | |
Entity Central Index Key | 0001086303 | |
Trading Symbol | HYBT | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q of Heyu Biological Technology Corporation for the quarterly period ended March 31, 2019, originally filed on May 15, 2019 (the "Original Form 10-Q"), is being filed solely to insert Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) on page 4. Except for the item described above, this Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that have occurred subsequently to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-Q. | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 1,032,466,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
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 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,032,466,000 | 1,141,472,861 |
Common stock, shares outstanding | 1,032,466,000 | 1,141,472,861 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
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 | $ 0 |
Weighted average shares - basic and diluted | 1,045,789,061 | 32,466,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (48,492) | $ (8,910) |
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 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Heyu Biological Shareholders’ EquityCommon Stock | Heyu Biological Shareholders’ EquityShares to be cancelled | Heyu Biological Shareholders’ EquityAdditional Paid in Capital | Heyu Biological Shareholders’ EquityAccumulated Other Comprehensive Income | Heyu Biological Shareholders’ EquityAccumulated Deficit | Non - controlling Interest | Total |
Balance at Dec. 31, 2017 | $ 150,642 | $ 17,968,787 | $ (18,173,542) | $ (54,113) | |||
Balance, shares at Dec. 31, 2017 | 150,642,240 | ||||||
1 for 464 reverse split | $ (150,318) | 150,318 | |||||
1 for 464 reverse split, shares | (150,317,580) | ||||||
1 for 100 split | $ 32,141 | (32,141) | |||||
1 for 100 split, shares | 32,141,340 | ||||||
Loss for the period | (8,910) | (8,910) | |||||
Balance at Mar. 31, 2018 | $ 32,466 | 18,086,963 | (18,182,452) | (63,023) | |||
Balance, shares at Mar. 31, 2018 | 32,466,000 | ||||||
Balance at Dec. 31, 2018 | $ 1,141,473 | (109,007) | 17,149,050 | 2,567 | (18,421,319) | (237,236) | |
Balance, shares at Dec. 31, 2018 | 1,141,472,861 | ||||||
Shares cancelled March 20, 2019 | $ (109,007) | 109,007 | |||||
Shares cancelled March 20, 2019, shares | (109,006,861) | ||||||
Foreign currency translation adjustment | 927 | 927 | |||||
Loss for the period | (47,866) | (627) | (47,865) | ||||
Balance at Mar. 31, 2019 | $ 1,032,466 | $ 17,149,050 | $ 3,494 | $ (18,469,185) | $ (627) | $ (284,802) | |
Balance, shares at Mar. 31, 2019 | 1,032,466,000 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES 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 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. 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 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 the 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 Company’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, 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 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, and is still identifying and considering its operational direction. Basis of Presentation The consolidated financial statements have been prepared in 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 Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and 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. As of March 31, 2019, the details of the consolidating subsidiaries are as follows: Name of Company Place of incorporation Attributable equity HP Technology Limited British Virgin Islands 100 % Heyu Healthcare Technology Limited Hong Kong 100 % JSEL The PRC 100 % Kangzi The PRC 60 % 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 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. 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 ) |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN During the three months ended March 31, 2019, the Company had been unable to generate cash flows sufficient to support its operations and had been dependent on related party advances from the current controlling shareholder. In addition, the Company had experienced recurring net losses, and had an accumulated deficit of $18,469,185 and working capital deficit of $284,802 as of March 31, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern. The 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 may 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. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 3 – CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of the following: As of March 31, As of Bank Deposits-China & HK $ 50,066 $ 37,555 Cash on hand 48,427 - $ 98,493 $ 37,555 |
Other Receivable
Other Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Other Receivable [Abstract] | |
OTHER RECEIVABLE | NOTE 4 – OTHER RECEIVABLE Other receivable consists of the following: As of March 31, As of Fujian Shanzhiling Biological Technology Co., Ltd. $ 24,499 $ 21,324 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, whereby the Acquirer agreed to acquire 51% of the outstanding capital of the Company subject 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 Shanzhiling Acquisition, Other receivable contains payments made on behalf of the acquirer as of March 31, 2019. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY Inventory consists of the following: 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 inventories as of March 31, 2019. |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | NOTE 6 – ACCRUED EXPENSES AND OTHER PAYABLES Accrued expenses and other payables consist of the following: As of March 31, As of 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 of March 31, 2019, and other payables contains employee reimbursements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS As of March 31, 2019, and December 31, 2018, the Company 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. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
EQUITY | NOTE 8 – EQUITY The Company recorded the following equity transactions during the quarter ended 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, 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 Company'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 July 30, 2018, the Company amended its Articles of Incorporation with the State of Nevada in order to increase its authorized shares of Common Stock from 150,000,000 to 2,000,000,000. On September 11, 2018, the Nevada Secretary of State approved the Company's certificate of amendment to amend its Articles of Incorporation to effectuate a 100-for-1 forward stock split. The total issued and outstanding shares of 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, 2019, pursuant to a Share Cancellation Agreement dated March 15, 2019, by and between the Company 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 100-for-1 forward stock split that became effective on September 11, 2018. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company is subject to U.S. Federal tax laws. The Company has not 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 relevant tax laws and regulations. The corporate income tax rate in China is 25%. The Company has not paid PRC profits taxes, since it had no taxable income during the reporting period. |
The Company and Significant A_2
The Company and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in 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 Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and 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. As of March 31, 2019, the details of the consolidating subsidiaries are as follows: Name of Company Place of incorporation Attributable equity HP Technology Limited British Virgin Islands 100 % Heyu Healthcare Technology Limited Hong Kong 100 % JSEL The PRC 100 % Kangzi The PRC 60 % |
Use of Estimates | 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 | 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 Inventories are stated at the lower of cost or market value. The Company applies the weighted average cost method to its inventory. |
Foreign Currency | Foreign Currency For fiscal year 2018, 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 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 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. |
Income Taxes | 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 | 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 | 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 ) |
The Company and Significant A_3
The Company and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of details of the consolidating subsidiaries | Name of Company Place of incorporation Attributable equity HP Technology Limited British Virgin Islands 100 % Heyu Healthcare Technology Limited Hong Kong 100 % JSEL The PRC 100 % Kangzi The PRC 60 % |
Schedule of foreign currency transactions | As of March 31, 2019 December 31, 2018 RMB: US$ exchange rate 6.7111 6.8764 Three months ended 2019 2018 RMB: US$ exchange rate 6.7464 6.2801 |
Schedule of earnings (loss) per share | 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 ) |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | As of March 31, As of Bank Deposits-China & HK $ 50,066 $ 37,555 Cash on hand 48,427 - $ 98,493 $ 37,555 |
Other Receivable (Tables)
Other Receivable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Receivable [Abstract] | |
Schedule of other receivable | As of March 31, As of Fujian Shanzhiling Biological Technology Co., Ltd. $ 24,499 $ 21,324 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | As of March 31, 2019 As of December 31, 2018 Raw materials 9,834 - Finished goods 7,987 - $ 17,821 $ - |
Accrued Expenses and Other Pa_2
Accrued Expenses and Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other payables | As of March 31, As of Accrued payroll 14,977 7,589 Other Payables 4,159 9,039 $ 19,136 $ 16,628 |
The Company and Significant A_4
The Company and Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2019 | |
HP Technology Limited [Member] | |
Name of Company | HP Technology Limited (“HPTL”) |
Place of incorporation | British Virgin Islands |
Attributable equity interest % | 100.00% |
Heyu Healthcare Technology Limited [Member] | |
Name of Company | Heyu Healthcare Technology Limited (“HHTL”) |
Place of incorporation | Hong Kong |
Attributable equity interest % | 100.00% |
JSEL [Member] | |
Name of Company | JSEL |
Place of incorporation | The PRC |
Attributable equity interest % | 100.00% |
Kangzi [Member] | |
Name of Company | Kangzi |
Place of incorporation | The PRC |
Attributable equity interest % | 60.00% |
The Company and Significant A_5
The Company and Significant Accounting Policies (Details 1) - RMB [Member] | Mar. 31, 2019 | Dec. 31, 2018 |
US$ exchange rate | 6.7111 | 6.8764 |
US$ exchange rate | 6.7464 | 6.2801 |
The Company and Significant A_6
The Company and Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Net loss | $ (47,865) | $ (8,910) |
Weighted average shares - basic and diluted | 1,045,789,061 | 32,466,000 |
Net loss per share, basic and diluted | $ 0 | $ 0 |
The Company and Significant A_7
The Company and Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | ||||
Apr. 18, 2018 | May 11, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Oct. 30, 2018 | |
The Company and Significant Accounting Policies (Textual) | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||
Common stock, shares issued | 1,032,466,000 | 1,141,472,861 | |||
Common stock, shares outstanding | 1,032,466,000 | 1,141,472,861 | |||
Shanghai Kangzi Medical Technology Co Limited [Member] | |||||
The Company and Significant Accounting Policies (Textual) | |||||
Percentage of issued and outstanding shares of common stock | 90.00% | ||||
JSEL [Member] | |||||
The Company and Significant Accounting Policies (Textual) | |||||
Percentage of issued and outstanding shares of common stock | 60.00% | ||||
Share Purchase Agreement [Member] | |||||
The Company and Significant Accounting Policies (Textual) | |||||
Common stock, shares issued | 109,006,861 | ||||
Percentage of issued and outstanding shares of common stock | 98.91% | ||||
Aggregate purchase price | $ 335,000 | ||||
Purchaser acquired shares | 1,021,051,700 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (18,469,185) | $ (18,421,319) |
Working capital deficit | $ 284,802 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 98,493 | $ 37,555 | ||
Bank Deposits-China & HK [Member] | ||||
Cash and cash equivalents | 50,066 | 37,555 | ||
Cash on hand [Member] | ||||
Cash and cash equivalents | $ 48,427 |
Other Receivable (Details)
Other Receivable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Other Receivable [Abstract] | ||
Fujian Shanzhiling Biological Technology Co., Ltd. | $ 24,499 | $ 21,324 |
Other Receivable (Details Textu
Other Receivable (Details Textual) | Oct. 08, 2018 |
Fujian Shanzhiling Biological Technology Co., Ltd [Member] | |
Other Receivable (Textual) | |
Acquirer agreed to acquire outstanding capital percentage | 51.00% |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,834 | |
Finished goods | 7,987 | |
Inventory, net | $ 17,821 |
Accrued Expenses and Other Pa_3
Accrued Expenses and Other Payables (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 14,977 | $ 7,589 |
Other Payables | 4,159 | 9,039 |
Total accounts payable and accrued expenses | $ 19,136 | $ 16,628 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party (Textual) | ||
Related party payable | $ 406,475 | $ 279,464 |
Equity (Details)
Equity (Details) - USD ($) | Mar. 12, 2019 | Sep. 11, 2018 | Apr. 13, 2018 | Apr. 18, 2018 | Mar. 31, 2019 | Mar. 15, 2019 | Dec. 31, 2018 | Oct. 30, 2018 | Jul. 30, 2018 |
Equity (Textual) | |||||||||
Increase of authorized common shares minimum | 150,000,000 | ||||||||
Increase of authorized common shares maximum | 2,000,000,000 | ||||||||
Reverse split, description | 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. | 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. | 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 100-for-1 forward stock split that became effective on September 11, 2018. | ||||||
Shares of common stock in exchange for reduction in related party payable | 1,000,000,000 | ||||||||
Par value of common stock | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued | 1,032,466,000 | 1,141,472,861 | |||||||
Common stock, shares outstanding | 1,032,466,000 | 1,141,472,861 | |||||||
Common Stock [Member] | Minimum [Member] | |||||||||
Equity (Textual) | |||||||||
Par value of common stock | $ 0.001 | ||||||||
Common stock, shares issued | 10,324,660 | ||||||||
Common stock, shares outstanding | 10,324,660 | ||||||||
Common Stock [Member] | Maximum [Member] | |||||||||
Equity (Textual) | |||||||||
Par value of common stock | $ 0.001 | ||||||||
Common stock, shares issued | 1,032,466,000 | ||||||||
Common stock, shares outstanding | 1,032,466,000 | ||||||||
Share Purchase Agreement [Member] | |||||||||
Equity (Textual) | |||||||||
Common stock, shares issued | 109,006,861 | ||||||||
Purchaser acquired shares | 1,021,051,700 | ||||||||
Purchaser acquired shares percentage | 98.91% | ||||||||
Aggregate purchase price | $ 335,000 | ||||||||
Share Cancellation Agreement [Member] | |||||||||
Equity (Textual) | |||||||||
Common stock, shares issued | 109,006,861 | 109,006,861 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2019 | |
CHINA [Member] | |
Income Taxes (Textual) | |
Income tax rate | 25.00% |
HONG KONG [Member] | |
Income Taxes (Textual) | |
Income tax rate | 16.50% |