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.
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.
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.
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
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
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
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.
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