The accompanying notes are an integral part
of these condensed consolidated financial statements
The accompanying notes are an integral part
of these condensed consolidated financial statements
The accompanying notes are an integral part
of these condensed consolidated financial statements
Notes
to Condensed Consolidated Financial Statements
September
30, 2018
(Unaudited)
NOTE
1 – THE COMPANY
The
Company
Heyu
Biological Technology Corporation (the “Company”) was incorporated in the state of Nevada on May 18, 1987, as Asphalt
Associates, Inc. and changed its name to Pacific WebWorks 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 (the “SPA”) with Mr. Ban Siong Ang (the “Purchaser”)
and Mr. Dan Masters (the “Seller”), pursuant to which the Purchaser acquired 10,210,517 shares, representing 98.91%
of the issued and outstanding shares of common stock of the Company (the “Shares”) from Seller for an aggregate purchase
price of $335,000 (“Share Purchase”). As a result of the SPA, the Company accepted the resignation of Dan Masters,
as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors.
This resignation was given in connection with the consummation of the Agreement with the Purchaser and were not the result of
any disagreement with Company on any matter relating to Company’s operations, policies or practices. Additionally, all debt due
to Mr. Masters from the Company was cancelled as of the effective date of the SPA 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 Directors
of the Company. Mr. Tan was appointed as Executive Director of the Company. Ms. Wendy, Wei Li was appointed as Chief Financial
Officer.
On
July 3, 2018, the Company changed its name to Heyu Biological Technology Corporation, with a new ticker symbol, HYBT. The
Company currently has no business operations. On July 19, 2018, the Board of Directors approved an amendment to the Company’s
Articles of Incorporation to increase its authorized common shares from 150,000,000 to 2,000,000,000.
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
Basis
of Financial Statement Presentation
The
accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations
of the U. S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with
such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring
adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial
statements. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of
the results that can be expected for the fiscal year ending December 31, 2018. Although management believes the disclosures
and information presented adequately ensure that the information is not misleading, it is suggested that these interim condensed
financial statements be read in conjunction with the Company’s December 31, 2017 audited financial statements and notes
thereto.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that materially affect the amounts reported in the consolidated financial statements. Actual
results could differ from these estimates. The methods, estimates and judgments the Company uses in applying its most critical
accounting policies have a significant impact on the results it reports in its financial statements. The Securities and Exchange
Commission has defined the most critical accounting policies as those that are most important to the portrayal of the Company’s
financial condition and results and require the Company to make its most difficult and subjective judgments, often as a result
of the need to make estimates of matters that are inherently uncertain.
Earnings
(Loss) Per Share
Basic
net income (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS”)
reflects the potential dilution that could occur if stock options or other contracts to issue shares of common stock were exercised
or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would
have an antidilutive effect on net income per common share. Basic EPS and Diluted EPS were the same for the three and nine
months ended September 30, 2018 and 2017.
NOTE
3 – GOING CONCERN
The
Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates
continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company
filed bankruptcy in February 2016 and in December of 2016 all assets and liabilities of the Company were transferred to the Liquidating
Trust. Furthermore, the Company has an accumulated deficit of $18,321,339 as of September 30, 2018. These factors,
among others, raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s
plans to continue as a going concern are to sustain operating expenses as they identify and determine the operational direction
of the Company. Because the Company has no capital with which to pay current expenses the Company’s officers and directors
have agreed to pay these charges with their 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 financial statements
do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE
4 – RELATED PARTY
As
a result of the Company having no operations and no cash, during the three and nine months ended September 30, 2018, related parties’
paid expenses to vendors for accounting, auditing, and SEC filing services. Prior to the SPA of April 18, 2018, a related
party had paid a total of $62,087 for accounting, auditing and SEC filings services required to complete the annual and quarterly
reports of the Company. Of the $62,087, $41,300 related to balances existing at December 31, 2017 and $147,464 was for services
provided during the nine months period ended September 30, 2018. The entire balance of $147,464 was reduced by $10,000 related
to the issuance of 10,000,000 shares on April 13, 2018 and the remaining balance of $52,087 was cancelled as a result of the SPA
dated April 18, 2018 and was recorded as contributed capital.
Additionally,
following the SPA of April 18, 2018, a director paid for accounting, auditing and SEC filing services on behalf of the Company
totaling $126,756 and $136,687 for the three and nine months ended September 30, 2018. That same director is also due $335,000
for the purchase of the shares per the SPA and $52,077 for purchaser expenses related to the SPA, which has been recorded as a
reduction to additional paid-in capital. The related party payable is non-interest bearing and due on demand.
NOTE
5 – EQUITY
On
June 19, 2017, the Company amended its Articles of Incorporation to increase its authorized common shares from 50,000,000 to 150,000,000.
On
June 20, 2017 control was purchased from the bankruptcy trustee for $25,000 and the Company issued 100,000,000 shares of its common
stock to its President. No proceeds were received by the Company for the issuance of shares, therefore the shares were valued
at par value.
On
March 12, 2018 the Board of Directors, with the consent of the majority shareholder, voted to reverse split the outstanding shares,
464 old shares for 1 new share, resulting in a reduction of shares to 322,660. All common share amounts and per share amounts
in the financial statements reflect the one-for-four hundred and sixty-four reverse stock split. On April 11, 2018 the reverse
split became effective.
On
April 13, 2018, in accordance with a Security Purchase Agreement, Dan Masters, former President, CEO, CFO, and Director was issued
10,000,000 shares of common stock in exchange for a $10,000 reduction in the related party payable due to him. Due to the
lack of trading of the common stock, the shares were valued at par value. Additionally, on April 18, 2018, in accordance
with the Security Purchase Agreement, all debt due to Mr. Masters totaling $52,087 was cancelled and recorded as contributed capital.
On
April 18 2018, a related party payable was due to a director totaling $387,077 for his expenses related to the SPA, which has
been recorded as a reduction to additional paid-in capital.
On
September 11, 2018, the Nevada Secretary of State approved the Company’s certificate of amendment to amend its Articles
of Incorporation to effectuate a 100 for 1 forward stock split. The total issued and outstanding shares of the Company’s
common stock has been increased from 10,322,660 to 1,032,266,000 shares, with the par value unchanged at $0.001.
NOTE
6 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events in accordance with the provisions of ASC 855 and through the date of this filing and has
identified that there are no subsequent events that require disclosure.