SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-55225
HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
DISTANT VALLEY ACQUISITION CORPORATION
(Former name of registrant as specified in its charter)
| Delaware | 47-1360541 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
611 South Main Street
Grapevine, Texas 76051
(Address of principal executive offices) (zip code)
(+86) 592 504 9622
(Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesx No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer¨ | Accelerated Filer¨ |
| Non-accelerated filer¨ | Smaller reporting company x |
| (do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yesx No¨
Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.
| Class | Outstanding at |
| June 30, 2015 | |
| Common Stock, par value $0.0001 | 10,000,000 |
| Documents incorporated by reference: | None |
FINANCIAL STATEMENTS
| Financial Statements | 2-4 |
| Notes to Financial Statements | 5-9 |
HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
CONDENSED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 1,000 | $ | 1,000 | ||||
| Total assets | $ | 1,000 | $ | 1,000 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFECIT | ||||||||
| Current liabilities | ||||||||
| Account payable | $ | 23,424 | $ | 10,400 | ||||
| Related parties payable | 5,600 | 5,600 | ||||||
| Total liabilities | 29,024 | 16,000 | ||||||
| Stockholders' deficit | ||||||||
| Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | - | - | ||||||
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 10,000,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 1,000 | 1,000 | ||||||
| Additional paid-in capital | 307 | 307 | ||||||
| Accumulated Deficit | (29,331 | ) | (16,307 | ) | ||||
| Total stockholders' deficit | (28,024 | ) | (15,000 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 1,000 | $ | 1,000 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
| For the three | For the six | |||||||||||||||
| months ended | months ended | |||||||||||||||
| June 30, 2015 | June 30, 2014 | June 30, 2015 | June 30, 2014 | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
| Cost of revenue | - | - | - | - | ||||||||||||
| Gross Profit | - | - | - | - | ||||||||||||
| Selling expenses | - | - | - | - | ||||||||||||
| Operating expenses | 5,250 | 707 | 13,024 | 707 | ||||||||||||
| Finance expenses | - | - | - | - | ||||||||||||
| Loss before income taxes | (5,250 | ) | (707 | ) | (13,024 | ) | (707 | ) | ||||||||
| Income tax | - | - | - | - | ||||||||||||
| Net loss | (5,250 | ) | (707 | ) | (13,024 | ) | (707 | ) | ||||||||
| Loss per share-basic and diluted | (0.01 | ) | (0.00 | ) | (0.01 | ) | (0.00 | ) | ||||||||
| Weighted average shares-basic and diluted | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
| For the six | For the six | |||||||
| Month ended | Month ended | |||||||
| June 30, | June 30, | |||||||
| 2015 | 2014 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (13,024 | ) | $ | (707 | ) | ||
| Changes in Operating Assets and Liabilities: | ||||||||
| Account payable | 13,024 | 400 | ||||||
| Net cash used in operating Activities | - | (307 | ) | |||||
| Financing Activities: | ||||||||
| Proceeds from the issuance of common Stock | - | 2,000 | ||||||
| Additional paid in capital | - | 307 | ||||||
| Net cash provided by from financing Activities | - | 2,307 | ||||||
| Net increase in cash | - | 2,000 | ||||||
| Cash, beginning of period | 1,000 | - | ||||||
| Cash, end of period | $ | 1,000 | $ | 2,000 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
Notes to Condensed Unaudited Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Heyu Development and Management Corporation ("Heyu" or "the Company") was incorporated on May 20, 2014 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with Heyu. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. The Company has selected December 31 as its fiscal year end.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company's condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying condensed financial statements. The Company has not earned any revenue from operations since inception.
USE OF ESTIMATES
The preparation of the condensed unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
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HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
Notes to Condensed Unaudited Financial Statements
CASH
Cash include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2015 and December 31, 2015.
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2015, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2015, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
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HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
Notes to Condensed Unaudited Financial Statements
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.
The Company monitors the market condition and evaluates the fair value hierarchy levels at lease quarterly for any transfer in and out of the level of the fair value hierarchy. The Company elects to disclose the fair value measurement at the beginning of the reporting period during which the
transfer occurred.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended June 30, 2015.
The Company had negative working capital of $28,024 and an accumulated deficit of $29,331 as of June 30, 2015. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
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HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
Notes to Condensed Unaudited Financial Statements
The accompanying condensed unaudited financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. ASU 2014-15 is effective for the Company for our fiscal year ending October 31, 2017. Early adoption is permitted. The company adopted this pronouncement which did not have a significant impact on its financial statements.
In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02) "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently in the process of evaluating the impact of the adoption of ASU 2015-02 on our financial statements.
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HEYU DEVELOPMENT AND MANAGEMENT CORPORATION
(formerly Distant Valley Acquisition Corporation)
Notes to Condensed Financial Statements
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
NOTE 4 STOCKHOLDERS' DEFECIT
On May 20, 2014, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2014, 20,000,000 shares of common stock and no preferred stock were issued and outstanding.
On September 17, 2014 the following events occurred which resulted in a change of control of Heyu:
1. The Company redeemed an aggregate of 20,000,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $2,000.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
On September 18, 2014 Heyu issued 10,000,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 100% of the total outstanding 10,000,000 shares of common stock as follows:
| 10,000,000 | Ang Ban Siong |
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| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Heyu Development and Management Corporation (formerly Distant Valley Acquisition Corporation) (the "Company or "Heyu") was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Heyu is a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.
The Company’s operations to date of the period covered by this report have been limited to issuing shares of common stock to its original shareholders and filing a registration statement on Form 10 on June 30, 2015 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock.
Heyu has no operations nor does it currently engage in any business activities generating revenues. Heyu's principal business objective is to achieve a business combination with a target company.
A combination will normally take the form of a merger, stock-for- stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
No assurances can be given that Heyu will be successful in locating or negotiating with any target company.
The most likely target companies are those seeking the perceived benefits of a reporting corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.
The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
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In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and shareholders of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.
Results of Operations
As of March 31, 2015, Heyu had not generated revenues and had no income or cash flows from operations since inception. At June 30, 2015, Heyu had sustained net loss of $13,024, and had a deficit accumulated during the development stage of $29,331.
The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with Heyu.
Management will pay all expenses incurred by Heyu until a change in control is effected. There is no expectation of repayment for such expenses.
On September 17, 2014 the following events occurred which resulted in a change of control of Heyu:
1. The Company redeemed an aggregate of 20,000,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $2,000.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
On September 18, 2014 Heyu issued 10,000,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 100% of the total outstanding 10,000,000 shares of common stock as follows:
| 10,000,000 | Ang Ban Siong |
With the issuance of the 10,000,000 shares of stock and the redemption of 20,000,000 shares of stock (discussed below), the Company effected a change in its control and the new majority shareholder(s) elected new management of the Company. The Company may develop its business plan by future acquisitions or mergers but no agreements have been reached regarding any acquisition or other business combination. The Company changed its name as part of the change in control. As part of the change of control the Company changed its name.
Liquidity and Capital Resources
The Company had not generated revenues and had no income or cash flows from operations since inception. The Continuation of the Company as a going concern is dependent upon financial support from its stockholders.
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| ITEM 5.01 | Changes in Control of Registrant |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Information not required to be filed by Smaller reporting companies.
| ITEM 4. | Controls and Procedures. |
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).
Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II — OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
During the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000 as follows:
On May 20, 2014, the Company issued the following shares of its common stock:
| Name | Number of Shares | Consideration | ||||||
| James Cassidy | 10,000,000 | $ | 1,000 | |||||
| Redeemed September 17, 2014 | ||||||||
| James McKillop | 10,000,000 | $ | 1,000 | |||||
| Redeemed September 17, 2014 | ||||||||
| On September 17, 2014, the Company issued: | ||||||||
| Ang Ban Siong | 10,000,000 | $ | 1,000 | |||||
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable.
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| ITEM 5. | OTHER INFORMATION |
| (a) | Not applicable. |
| (b) | Item 407(c)(3) of Regulation S-K: |
During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
| ITEM 6. | EXHIBITS |
| (a) | Exhibits |
| 31 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HEYU DEVELOPMENT AND MANAGEMENT CORPORATION | ||
| By: | /s/ Ang Ban Siong | |
| President, Chief Financial Officer | ||
Dated: August 18, 2015
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