| 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 and six months ended June 30, 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 June 30, 2019, the results of its operations for the three
and six months ended June 30, 2019 and 2018, and its cash flows for the six months ended June 30, 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 June 30, 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 quarter ended June 30, 2019 and 2018.
As of
June 30, December 31, 2018
RMB: US$ exchange rate 6.8656 6.8764
Six months ended
2019 2018
RMB: US$ exchange rate 6.7839 6.3666 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 June 30, 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 June 30, 2019, and December 31, 2018, there were no potentially dilutive shares.
For the Quarter Ended
2019 2018
Statement of Operations Summary Information:
Net loss $ (190,767 ) $ (21,841 )
Weighted-average common shares outstanding - basic and diluted 1,080,043,580 4,485,942
Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) |
