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HEYU BIOLOGICAL TECHNOLOGY CORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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08/12/2019 | 02:32pm EDT

Forward-Looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may," "would," "could," "should," "expects," "projects," "anticipates," "believes," "estimates," "plans," "intends," "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in 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.



Overview


Heyu 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 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 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 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 Li was appointed as Chief Financial Officer.



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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 business 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 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.

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, and is still identifying and considering its operational direction.

Liquidity and Capital Resources

As of June 30, 2019, we had assets of $417,409, which consisted of $156,435 in cash, $10,406 in other receivables, $63,068 as advances to suppliers, and $187,500 as inventory; we had liabilities of $842,445, which consisted of $54,743 in accounts payable, $23 in taxes payable, and $787,679 in related party payables; we had an accumulated deficit of $18,593,843. As of December 31, 2018, we had assets of $58,879 and liabilities of $296,115 and our accumulated deficit totaled $18,421,319. Additionally, as the Company started its operation in mid-March 2019, related parties paid expenses totaling $787,679 to vendors for accounting, auditing, consulting, SEC filing services, and all other operating expenses.




Results of Operations



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

Comparison of the Three Months Ended June 30, 2019 and 2018

We started operations in mid-March 2019, and had no revenues or operations for the same period in 2018. Our revenues during the three months ended June 30, 2019, were $27,998, and the cost of revenue was $15,399, as compared to nil and nil for the same period in 2018, respectively. The increase in revenues and cost of revenue was due to our sale of raspberry juice during the period. We had incurred selling expenses of $0 and administrative expenses of $153,540 during the three months ended June 30, 2019, as compared to selling expenses of nil and administrative expenses of $12,931 for the same period in 2018, respectively. The increase in the expenditure was mainly due to employee wages and salary expenses, auditing, and other day-to-day operation related expenses. We will, in all likelihood, incur operating expenses without sufficient revenues, as we identify and determine the operational direction of the Company. We will depend upon our officers and directors to make loans to the Company to meet any costs that may occur. All such advances will be interest-free loans or equity contributions.

Comparison of the Six Months Ended June 30, 2019 and 2018

We started operations in mid-March 2019, and had no revenues or operations for the same period in 2018. Our revenues during the six months ended June 30, 2019, were $49,930, and the cost of revenue was $28,272, as compared to nil and nil for the same period in 2018, respectively. The increase in revenues and cost of revenue was due to our sale of raspberry juice during the period. We had incurred selling expenses of $1,385 and administrative expenses of $209,702 during the six months ended June 30, 2019, as compared to selling expenses of nil and administrative expenses of $21,841for the same period in 2018, respectively. The increase in the expenditure was mainly due to employee wages and salary expenses, auditing, and other day-to-day operation related expenses. We will, in all likelihood, incur operating expenses without sufficient revenues, as we identify and determine the operational direction of the Company. We will depend upon our officers and directors to make loans to the Company to meet any costs that may occur. All such advances will be interest-free loans or equity contributions.



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Going Concern


The accompanying financial statements are presented on a going concern basis. The Company's financial condition raises substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2019, the Company had an accumulated deficit of $18,593,843, and a net loss of $142,274 and $190,766 for the three and six months ended June 30, 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.

© Edgar Online, source Glimpses

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