Hongchang International Co., Ltd 10-Q, filed May 15, 2020
Hongchang International Co., Ltd (HCIL)
About this 10-Q
Hongchang International Co., Ltd filed this 10-Q on May 15, 2020, covering the quarter ended March 31, 2020.
Headline figures
Quarter ended March 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1395
- down 93.6% from $21.93K a year earlier
- Net loss
- $85.62K
- compared with a net loss of $47.87K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
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 000-26731
| HEYU BIOLOGICAL TECHNOLOGY CORPORATION | ||
|
(Exact name of registrant as specified in its charter)
| ||
| Nevada | 87-0627910 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
Room 1901, Baotuo Building, 617 Sishui Street, Huli District, Xiamen City, Fujian Province, China |
361009 | |
| (Address of principal executive offices) | (Zip Code) |
(86) 158 5924 0902
(Telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
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 last 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,032,466,000 shares as of May 15, 2020.
TABLE OF CONTENTS
Index to Form 10-Q
i
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (SEC), including without limitation, the following sections: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.
Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “may,” “could,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s products or services, global supply chains and economic activity in general. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
ii
PART I - FINANCIAL INFORMATION
Heyu Biological Technology Corporation
(Formerly known as Pacific Webworks, Inc.)
Consolidated Balance Sheets
(Unaudited)
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 22,546 | $ | 95,522 | ||||
| Accounts receivables | 22,688 | 32,842 | ||||||
| Other receivables, net | 57,280 | 51,236 | ||||||
| Advances to suppliers | 6,095 | 48,344 | ||||||
| Inventory | 476,992 | 421,533 | ||||||
| Total current assets | 585,601 | 649,477 | ||||||
| Non-current Assets | ||||||||
| Operating lease right-of-use asset | 176,512 | 202,976 | ||||||
| Total non-current assets | 176,512 | 202,976 | ||||||
| Total Assets | $ | 762,113 | $ | 852,453 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 14,117 | $ | 80,700 | ||||
| Accrued expenses and other payable | 135,650 | 30,674 | ||||||
| Advances from customers | 437,384 | 430,616 | ||||||
| Income tax and other taxes payable | 13 | 28 | ||||||
| Operating lease liability - current portion | 31,917 | 31,017 | ||||||
| Related party payables | 855,340 | 874,749 | ||||||
| Total current liabilities | 1,474,421 | 1,447,784 | ||||||
| Noncurrent liabilities | ||||||||
| Operating lease liability | 146,088 | 172,610 | ||||||
| Total noncurrent liabilities | 146,088 | 172,610 | ||||||
| Total Liabilities | $ | 1,620,509 | $ | 1,620,394 | ||||
| Stockholders' Deficit | ||||||||
| Common stock ($0.001 par value, 2,000,000,000 shares authorized, 1,032,466,000 and 1,032,466,000 shares issued and outstanding respectively as of March 31, 2020 and December 31, 2019, respectively) | 1,032,466 | 1,032,466 | ||||||
| Additional paid-in capital | 17,149,050 | 17,149,050 | ||||||
| Accumulated other comprehensive income | 17,712 | 12,319 | ||||||
| Accumulated deficit | (18,995,325 | ) | (18,909,705 | ) | ||||
| Stockholders' equity - HYBT and Subsidiaries | (796,097 | ) | (715,870 | ) | ||||
| Noncontrolling interests in subsidiaries | (62,299 | ) | (52,071 | ) | ||||
| Total stockholders' deficit | (858,396 | ) | (767,941 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 762,113 | $ | 852,453 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Heyu Biological Technology Corporation
(Formerly known as Pacific Webworks, Inc.)
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Revenues, net | $ | 1,395 | $ | 21,932 | ||||
| Cost of Revenues | $ | 290 | $ | 12,873 | ||||
| Gross Profit | $ | 1,105 | $ | 9,059 | ||||
| Operating expenses | ||||||||
| Selling expenses | 703 | 1,393 | ||||||
| Administrative expenses | 94,280 | 56,162 | ||||||
| Total operating expenses | 94,983 | 57,555 | ||||||
| Loss on operations | (93,878 | ) | (48,496 | ) | ||||
| Other Income(Expenses) | (490 | ) | 4 | |||||
| Loss on operations before income taxes | (94,368 | ) | (48,492 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | $ | (94,368 | ) | $ | (48,492 | ) | ||
| Loss attributable to noncontrolling interests | (8,748 | ) | (627 | ) | ||||
| Net loss attributable to HYBT shareholders | (85,620 | ) | (47,865 | ) | ||||
| Other Comprehensive Income | ||||||||
| Foreign currency translation adjustment | 6,874 | 927 | ||||||
| Total Comprehensive Loss | $ | (78,746 | ) | $ | (46,938 | ) | ||
| Total comprehensive income attributable to noncontrolling interests | (1,481 | ) | (8 | ) | ||||
| Total comprehensive loss attributable to HYBT shareholders | (80,227 | ) | (46,946 | ) | ||||
| Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares - basic and diluted | 1,032,466,000 | 1,045,789,061 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Heyu Biological Technology Corporation
(Formerly known as Pacific Webworks, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
| For the Three Months Ended December 31, | ||||||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (94,368 | ) | $ | (48,492 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Accounts receivable | 10,154 | - | ||||||
| Other receivables, net | (6,044 | ) | (3,175 | ) | ||||
| Advances to suppliers | 42,249 | - | ||||||
| Inventory | (55,459 | ) | (17,821 | ) | ||||
| Operating lease right-of-use asset | 26,464 | - | ||||||
| Accounts payable and accrued liabilities | (66,583 | ) | 2,508 | |||||
| Accrued expenses and other payable | 104,976 | - | ||||||
| Advances from customers | 6,768 | - | ||||||
| Income tax and other taxes payable | (15 | ) | (19 | ) | ||||
| Lease liability | (25,622 | ) | - | |||||
| Net cash used from operating activities | (57,480 | ) | (66,999 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related party lending | (19,408 | ) | 127,010 | |||||
| Net cash used in financing activities | (19,408 | ) | 127,010 | |||||
| Effect of exchange rate changes on cash | 3,912 | 927 | ||||||
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (72,976 | ) | 60,938 | |||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 95,522 | 37,555 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 22,546 | $ | 98,493 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income tax | $ | - | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements
3
Heyu Biological Technology Corporation
(Formerly known as Pacific Webworks, Inc.)
Condensed Consolidated Statements of Stockholders' Deficit
| Heyu Biological Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Non - | |||||||||||||||||||||||||||||
| Number of shares | Par value | Shares to be cancelled | Paid in Capital | Comprehensive Income | Accumulated Deficit | controlling Interest | Total | |||||||||||||||||||||||||
| Balance at January 1, 2019 | 1,141,472,861 | 1,141,473 | (109,007 | ) | 17,149,050 | 2,567 | (18,421,319 | ) | - | (237,236 | ) | |||||||||||||||||||||
| Shares cancelled March 20, 2019 | (109,006,861 | ) | (109,007 | ) | 109,007 | - | - | - | - | - | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 9,752 | - | (445 | ) | 9,307 | |||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | (488,386 | ) | (51,626 | ) | (540,012 | ) | |||||||||||||||||||||
| Balance at March 31, 2019 | 1,032,466,000 | $ | 1,032,466 | $ | - | $ | 17,149,050 | $ | 12,319 | $ | (18,909,705 | ) | $ | (52,071 | ) | $ | (767,941 | ) | ||||||||||||||
| Common Stock | Additional | Accumulated Other | Non - | |||||||||||||||||||||||||||||
| Number of shares | Par value | Shares to be cancelled | Paid in Capital | Comprehensive Income | Accumulated Deficit | controlling Interest | Total | |||||||||||||||||||||||||
| Balance at January 1, 2020 | 1,032,466,000 | 1,032,466 | 17,149,050 | 12,319 | (18,909,705 | ) | (52,071 | ) | (767,941 | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 5,393 | - | (1,481 | ) | 3,912 | |||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | (85,620 | ) | (8,747 | ) | (94,367 | ) | |||||||||||||||||||||
| Balance at March 31, 2020 | 1,032,466,000 | $ | 1,032,466 | $ | - | $ | 17,149,050 | $ | 17,712 | $ | (18,995,325 | ) | $ | (62,299 | ) | $ | (858,396 | ) | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Heyu Biological Technology Corporation
(Formerly known as Pacific Webworks, Inc.)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 (the “Share Purchase Agreement”), 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, Dan Masters resigned from his positions at the Company as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board. This resignation took place 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’ resignation, 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 and applied for 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. 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. Mr. Xu 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 selling medical equipment. It was Mr. Xu and JSEL’s intention that JSEL would fund the operations of Kangzi in proportion to JSEL’s equity interest in Kangzi. At the time of the share transfer, Kangzi owned no assets and conducted no business operation.
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 the agreements, the Company would purchase six tons of raspberry from Ditiantai, which would be processed by Ditiantai into raspberry juice and deliver to the Company. The Company would then sell 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.
5
Since the beginning of 2019, Mr. Xu has led the core research and development team of Kangzi to develop and manufacture a new medical product, the Submillimeter Wave (Terahertz) Quantized Space Therapy Chamber (the “Chamber”). Utilizing submillimeter waves, the Chamber is a medical equipment designed to treat cancer through cold nuclear fusion caused by cosmic ray muons in an enclosed chamber. We believe that exposure to an appropriate amount of submillimeter waves would accelerate the generation of a large number of cosmic ray muons inside the human body and that such cosmic ray muons could further facilitate cold nuclear fusion, which could reverse the cancer by converting selenium into nickel inside cells.
Our team consists of researchers who have years of extensive experience in medicine and physics. The lead scientist of the team, Mr. Xu, had extensive professional experience in the aforementioned fields and has served as the deputy chief engineer of the New Energy Base of the National Defense-Science and Technology Commission in 1995, the chairman and chief scientist of Shanghai Guangcon New Energy Technology Co., Ltd. from 2011 to 2019, and the director of Shanghai Hengbian New Energy Research Institute from 2003 to 2008. In 2012, Mr. Xu received the “Harmony-Person of the Year in China” award at the “2011 Harmony China Annual Summit” in Beijing. He was recognized as “Leaping China: One of the Most Influential People of the Year in 2011” by China International Economic and Technical Cooperation Promotion Association, China Elite Culture Promotion Association, and China Outstanding Chinese Merchants Association. Mr. Xu also received the “2013 China Economic Outstanding Contribution Award” from the Organizing Committee of Boau Forum on Asian SME Development.
Pursuant to the terms of the share transfer agreement entered into by JSEL and Kangzi on January 17, 2019, JSEL has the right to monitor and manage all aspects of operation of Kangzi, including its research and development activities relating to the Chamber. As the development of the Chamber enters its final stage, JSEL started accepting pre-orders for the Chamber in September 2019.
The outbreak of the novel coronavirus, commonly referred to as “COVID-19”, first found in mainland China, then in Asia and eventually throughout the world, has significantly affected business and manufacturing activities within China, including travel restrictions, widespread mandatory quarantines, and suspension of business activities within China. These measures may cause severe business disruptions to our customers and suppliers, and may also lead to postponement of payment from these parties. Accordingly, our business, results of operations and financial condition may be adversely affected. We suspended our business operation in early February 2020 due to government mandates. We partially recovered our business operation on February 17, 2020, and we fully resumed our business operations on March 1, 2020. Due to the continuous and rapid development of the COVID-19 outbreak, which was categorized as a pandemic by the World Health Organization on March 11, 2020, the extent of the negative impact of COVID-19 outbreak on our business is currently uncertain.
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 ended March 31, 2020 and 2019 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 March 31, 2020, the results of its operations for the three months ended March 31, 2020 and 2019, and its cash flows for the three months ended March 31, 2020 and 2019. 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, 2019 has been derived from the Company’s audited financial statements included in the Form 10-K for the year ended December 31, 2019.
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, 2019.
6
As of March 31, 2020, the details of the consolidating subsidiaries are as follows:
| Name of Company | Place of incorporation | Attributable equity interest % | ||||
| 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.
Accounts receivable and allowance for doubtful accounts
Accounts receivable are stated at the historical carrying amount net of allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for doubtful accounts taking into consideration various factors, including but not limited to historical collection experience and credit-worthiness of the debtors, as well as the age of the individual receivables balance. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.
Inventories
Inventories consist of finished goods, work in process, and raw materials. Inventories are stated at the lower of cost or market value. The Company applies the weighted average cost method to its inventory.
Leases
The Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
Operating leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets.
7
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Adoption of the standard resulted in the initial recognition of $215,298 of ROU assets and $215,298 of lease liabilities on our consolidated balance sheet related to office space lease commitment on September 1, 2019.
ASU 2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable. We determine a secured rate on a quarterly basis and update the weighted average discount rate accordingly. Lease terms and discount rate follow.
| September 1, 2019 | ||||
| Weighted Average Remaining Lease Term(Year) | 3 | |||
| Weighted Average Discount Rate | 4.75 | % | ||
The approximate future minimum lease payments under operating leases as:
| Operating Leases | ||||
| Fiscal 2019 | 25,409 | |||
| Fiscal 2020 | 77,074 | |||
| Fiscal 2021 | 79,615 | |||
| Fiscal 2022 | 54,206 | |||
| Total Lease payments | 236,304 | |||
| Less Imputed interest | 21,005 | |||
| Present value of lease liabilities | $ | 215,298 | ||
Foreign Currency
For fiscal year 2020, 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 March 31, 2020 and 2019
| As of | ||||||||
| March 31, 2020 | December 31, 2019 | |||||||
| RMB: US$ exchange rate | 7.0876 | 6.9798 | ||||||
| Three months ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| RMB: US$ exchange rate | 6.9798 | 6.8618 | ||||||
8
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 $0.001 per share, with 1,032,466,000 shares issued and outstanding as of March 31, 2020, and December 31, 2019.
Earnings (loss) per share
Basic net income (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive.
Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be antidilutive.
9
As of March 31, 2020 and 2019, there were no potentially dilutive shares.
| For the Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Statement of Operations Summary Information: | ||||||||
| Net loss | ($ | 94,391 | ) | ($ | 147,797 | ) | ||
| Weighted-average common shares outstanding - basic and diluted | 1,032,466,000 | 1,045,789,061 | ||||||
| Net loss per share, basic and diluted | $ | 0.00 | $ | 0.00 | ||||
NOTE 2 – GOING CONCERN
During the quarter ended March 31, 2020, the Company had been unable to generate cash flows sufficient to support its operations despite of Kangzi’s business operation and had been dependent on related party advances from the current controlling shareholder. In addition, the Company had experienced recurring net losses, and had an accumulated deficit of $18,995,325 and working capital deficit of $888,820 as of March 31, 2020. These factors raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
In light of the impacts of the COVID-19 outbreak, if we are required to operate in a challenging economic environment in China, or incur unanticipated capital expenditures, or decide to accelerate growth, we may need additional financing. As of March 31, 2020, we had borrowed a loan from a shareholder for working capital purposes. The loan is unsecured, non-interest bearing and payable on demand. As of March 31, 2020, we have borrowed from such shareholder a total of $855,340 for working capital purposes. We cannot guarantee, however, that additional financing, if required, would be available on favorable terms, if at all. Such financing may include the use of additional debt or the sale of the Company’s equity interests. Any financing which involves the sale of the Company’s equity interests or instruments that are convertible into the Company’s equity interests could result in immediate and possibly significant dilution to our existing shareholders.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations or that funds will be available from external sources such as debt or equity financings or other potential sources. If the Company is unable to raise capital from external sources when required, there will be a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders. Management is now seeking an operating company with which to merge or acquire. In the foreseeable future, the Company will rely on related parties, such as its controlling shareholder, to provide advances to funds general corporate purposes and any potential acquisitions of profitable investments. There is no assurance, however, that the Company will achieve its objectives or goals.
NOTE 3 – CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Bank Deposits-China & HK | 22,546 | 95,522 | ||||||
| $ | 22,546 | $ | 95,522 | |||||
NOTE 4 – OTHER RECEIVABLE
Other receivable consists of the following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Rental and POS machine deposits | 13,998 | 14,241 | ||||||
| Others | 43,282 | 61,494 | ||||||
| Less: Allowance for doubtful accounts | - | (24,499 | ) | |||||
| $ | 57,280 | $ | 51,236 | |||||
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On October 8, 2018, the Company entered into a non-binding letter of intent with Fujian Shanzhiling Biological Technology Co., Ltd. (the “Acquirer”), a Chinese biotechnology product manufacturing corporation, whereby the Acquirer agreed to acquire 51% of the outstanding capital of the Company subject to certain adjustment provisions (the “Shanzhiling Acquisition”). As of the date of this report, the Company has terminated the agreements related to Shanzhiling Acquisition; therefore, the related balance in the amount of $24,499 has been written off during the quarter ended March 31, 2019.
Management periodically reviews account balance. If any indication occurs, the allowance for doubtful debts would be recognized. No such allowance has been recognized during the quarter ended March 31, 2020.
NOTE 5 – ADVANCES TO SUPPLIERS
Advances to suppliers consists of the following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Purchases of scientific research equipment | 6,095 | 48,344 | ||||||
| $ | 6,095 | $ | 48,344 | |||||
NOTE 6 – INVENTORY
Inventory consists of the following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Working in process | 416,887 | 421,533 | ||||||
| Inventories - raw materials | 60,105 | - | ||||||
| $ | 476,992 | $ | 421,533 | |||||
No impairment was provided for the inventories as of March 31, 2020.
NOTE 7 – OPERATING LEASE RIGHT-OF-USE ASSET AND LIABILITIES
As of September 1, 2019, the Company entered in lease agreement for the office space, the right-of-use asset is recognized as following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Operating lease right-of-use asset | 176,512 | 202,976 | ||||||
| $ | 176,512 | $ | 202,976 | |||||
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Operating lease liability consist both current and noncurrent component as the following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Operating lease liability - current portion | (31,917 | ) | (31,017 | ) | ||||
| Operating lease liability | (146,088 | ) | (172,610 | ) | ||||
| $ | (178,005 | ) | $ | (203,627 | ) | |||
ASU 2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable. We determine a secured rate on a quarterly basis and update the weighted average discount rate accordingly. Lease terms and discount rate follow.
| September 1, 2019 | ||||
| Weighted Average Remaining Lease Term(Year) | 3 | |||
| Weighted Average Discount Rate | 4.75 | % | ||
The approximate future minimum lease payments under operating leases as:
| Operating Leases | ||||
| Fiscal 2020 | 68,356 | |||
| Fiscal 2021 | 74,161 | |||
| Fiscal 2022 | 52,101 | |||
| Total Lease payments | 194,618 | |||
| Less Imputed interest | 17,717 | |||
| Present value of lease liabilities | $ | 176,901 | ||
NOTE 8 – ADVANCES FROM CUSTOMERS
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Advances from customers(1) | 437,384 | 430,616 | ||||||
| $ | 437,384 | $ | 430,616 | |||||
| (1) | On October 15 2019, JSEL entered into a clinical cooperation agreement (the “Clinical Cooperation Agreement”) with Shenzhen Saikun Biotechnology Co., Ltd. (“Saikun”). Pursuant to the Clinical Cooperation Agreement, Saikun agreed to pay JSEL 5.5 million RMB as the total preordering payment. 1.5 million RMB and 1.5 million RMB were delivered to JSEL respectively on September 7 and September 27, 2019. The parties are working on the timing for payment of the remaining 2.5 million RMB due under the Clinical Cooperation Agreement. In exchange, JSEL is obligated to purchase all the components of a Chamber from Kangzi, fully assemble it, and conduct a clinical trial with Saikun, third-party hospital partners, and patients using the Chamber. Specifically, after receiving the full amount of payment from Saikun, JSEL shall transport the Chamber to its preferred location, properly install it, and conduct a clinical trial that lasts at least one month. |
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NOTE 9 – ACCRUED EXPENSES AND OTHER PAYABLES
Accrued expenses and other payables consist of the following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Accrued payroll | 51,294 | 30,674 | ||||||
| Other Payables | 84,356 | 80,700 | ||||||
| $ | 135,650 | $ | 111,374 | |||||
Accrued payroll includes all company employee payroll liabilities as of March 31, 2020, and other payables contains employee reimbursements.
Operating lease liability consist both current and noncurrent component as the following:
| As of March 31, 2020 | As of December 31, 2019 | |||||||
| Operating lease liability - current portion | (31,917.00 | ) | (31,017.00 | ) | ||||
| Operating lease liability | (146,088.00 | ) | (172,610.00 | ) | ||||
| $ | (178,005.00 | ) | $ | (203,627.00 | ) | |||
NOTE 10 – RELATED PARTY TRANSACTIONS
As of March 31, 2020, and December 31, 2019, the Company owed related parties $855,340 and $874,749, respectively. As the Company has just started business activities in March 2019, all expenses incurred during this reporting period are paid by a shareholder, who is also a director of the Company. Expenses mainly included auditing, consulting and legal advisory expenses, government registration expenses, and payrolls.
A director of the Company provides the property for the use by the Company without charge.
NOTE 11 – EQUITY
The Company had not recorded any equity transactions during the three months ended March 31, 2020.
The Company recorded the following equity transactions during the year ended December 31, 2019:
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.
NOTE 12 – INCOME TAXES
The Company is subject to U.S. Federal tax laws. The Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect to commence active operations in the United States.
Heyu Healthcare Technology Limited was incorporated in Hong Kong and is subject to Hong Kong profits tax at a tax rate of 16.5%. Since Heyu Healthcare Technology Limited had no taxable income during the reporting period, it has not paid Hong Kong profits taxes. Heyu Healthcare Technology Limited has not recognized an income tax benefit for its operating losses in Hong Kong because the Company does not expect to commence active operations in Hong Kong.
The Company has been conducting and plans to continue to conduct its major operations in the PRC through JSEL in accordance with the relevant tax laws and regulations. The corporate income tax rate in China is 25%. The Company has not paid PRC profits taxes, since it had no taxable income during the reporting period.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the consolidated financial statements of the Company thereto, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Report.
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 March 12, 2018, the Board, with the consent of the majority shareholder, approved a 1-for-464 reverse stock split. On April 11, 2018, the reverse split became effective.
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 1,021,051,700 shares, representing 98.91% of the issued and outstanding shares of common stock of the Company (“Common Stock”) from Seller for an aggregate purchase price of $335,000 (“Share Purchase”). As a result of the Share Purchase, Dan Masters resigned from his positions at the Company as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board. This resignation took place 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’ 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 Wei 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 and applied for a new ticker symbol HYBT. On July 30, 2018, the Company amended its Articles of Incorporation with the State of Nevada in order to increase its authorized shares of Common Stock from 150,000,000 to 2,000,000,000.
On September 11, 2018, the Nevada Secretary of State approved the Company’s amendment to its Articles of Incorporation to effectuate a 100-for-1 forward stock split (the “Forward Split”). Subsequently, the Company’s total issued and outstanding shares of Common Stock increased from 10,324,660 to 1,032,466,000 shares, with the par value unchanged at $0.001.
On September 25, 2018, the Financial Industry Regulatory Authority, Inc. (the “FINRA”) announced the effectiveness of the Forward Split, with an Effective Date of September 25, 2018 and a Pay Date of September 24, 2018. There were no fractional shares issued in the Forward Split and stockholders were not required to present certificates for exchange. The Forward Split would be payable directly to each stockholder by the issuance of shares representing the split differential.
On October 8, 2018, the Company entered into a non-binding letter of intent with Fujian Shanzhiling Biological Technology Co., Ltd (the “Acquirer”), a Chinese biotechnology product manufacturing corporation. According to the letter of intent, the Acquirer agreed to acquire 51% of the outstanding capital of the Company, subject to certain adjustment provisions (the “Shanzhiling Acquisition”). The closing of the Shanzhiling Acquisition is subject to customary terms and conditions, including, but not limited to, completion of due diligence, negotiation and execution of definitive transaction documents between the parties, and the delivery of audited and unaudited financial statements of the Target. In addition, completion of the transaction is subject to approval by our Board.
On October 18, 2018, the Company entered into a non-binding memorandum of cooperation with Luoyang Ditiantai Agricultural Development Co., Ltd. (“Ditiantai”), a Chinese industrial agricultural chain enterprise, and on October 19, 2018, the Company entered into a non-binding letter of intent with Ditiantai. Pursuant to the two documents, the Company agreed to acquire 51% of the outstanding capital of Ditiantai subject to certain adjustment provisions (the “Ditiantai Acquisition”).
The closing of the Ditiantai Acquisition is subject to customary terms and conditions, including, but not limited to, completion of due diligence, negotiation and execution of definitive transaction documents between the parties and the delivery of audited and unaudited financial statements of the Target as required under applicable rules of the Securities and Exchange Commission. In addition, completion of the transaction is subject to approval by our Board.
On January 17, 2019, Jiashierle (Xiamen) Healthcare Technology Co., Ltd. (“JSEL”), a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”), and an indirect wholly owned subsidiary of the Company, entered into a Share Transfer Agreement (the “Share Transfer Agreement”) with Mr. Yu Xu (“Mr. Xu”), an individual 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”). Pursuant to the Share Transfer Agreement, Mr. Xu transferred 60% of the equity interests of Kangzi to JSEL on January 17, 2019 for the purpose of developing a joint venture in the business of selling medical equipment. In return, JSEL would fund the operations of Kangzi in proportion to its equity interest in Kangzi. Kangzi owned no assets and conducts no business operation of its own. As a result, as of January 17, 2019, Kangzi became an indirect subsidiary of the Company.
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.
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Since the beginning of 2019, Mr. Xu has led the core research and development team of Kangzi to develop and manufacture a new medical product, the Submillimeter Wave (Terahertz) Quantized Space Therapy Chamber (the “Chamber”). Utilizing submillimeter waves, the Chamber is a medical equipment designed to treat cancer through cold nuclear fusion caused by cosmic ray muons in an enclosed chamber. Specifically, we believe that exposure to an appropriate amount of submillimeter waves could accelerate the generation of a large number of cosmic ray muons inside the human body and that such cosmic ray muons could further facilitate cold nuclear fusion, which could reverse the cancering process through which selenium is converted into nickel inside cells.
The team consists of researchers whom have extensive experience in medicine and physics. The lead scientist of the team, Mr. Xu, had served as the deputy chief engineer of the New Energy Base of the National Defense-Science and Technology Commission in 1995, as the chairman and chief scientist of Shanghai Guangcon New Energy Technology Co., Ltd. from 2011 to 2019, and the director of Shanghai Hengbian New Energy Research Institute from 2003 to 2008. In 2012, Mr. Xu was rewarded the “Harmony-Person of the Year in China” at the “2011 Harmony China Annual Summit” in Beijing and recognized as “Leaping China: One of the Most Influential People of the Year in 2011” by China International Economic and Technical Cooperation Promotion Association, China Elite Culture Promotion Association, and China Outstanding Chinese Merchants Association. In 2013, the Organizing Committee of Boau Forum on Asian SME Development awarded Mr. Xu “2013 China Economic Outstanding Contribution Award.”
Pursuant to the terms of certain share transfer agreement entered into by JSEL and Kangzi on January 17, 2019, JSEL has the right to monitor and manage all aspects of operation of Kangzi, including its research and development activities relating to the Chamber. As the development of the Chamber enters its final stage at Kangzi, JSEL started accepting pre-orders for the Chamber in September, 2019. On October 15, 2019, JSEL entered into a clinical cooperation agreement (the “Clinical Cooperation Agreement”) with Shenzhen Saikun Biotechnology Co., Ltd. (“Saikun”). Pursuant to the Clinical Cooperation Agreement, Saikun agreed to pay JSEL 5.5 million RMB as the total preordering payment. 1.5 million RMB and 1.5 million RMB were delivered to JSEL respectively on September 7 and September 27, 2019. The parties are working on the timing for payment of the remaining 2.5 million RMB due under the Clinical Cooperation Agreement. In exchange, JSEL is obligated to purchase all the components of a Chamber from Kangzi, fully assemble it, and conduct a clinical trial with Saikun, third-party hospital partners, and patients using the Chamber. Specifically, after receiving the full amount of payment from Saikun, JSEL shall transport the Chamber to its preferred location, properly install it, and conduct a clinical trial that lasts at least one month. During the clinical trial, JSEL shall provide training sessions regarding the proper operation of the Chamber to Saikun’s employees. Both Saikun and JSEL are obligated to find third-party hospitals whom will agree to act as partners to co-host the clinical trial and patients whom will be voluntarily willing to undergo treatment provided by the Chamber. While Saikun is responsible for various expenses related to the clinical trial, JSEL is responsible for communicating with patients receiving treatment and other patient-related administrative matters. When JSEL determines that Saikun is capable of properly operating the Chamber and managing activities related to the Chamber, Saikun may request JSEL to move the Chamber to a location designated by Saikun and reinstall it. Furthermore, upon the successful completion of the clinical trial, JSEL shall provide Saikun governmental permits necessary for the operation of the Chamber, and Saikun shall operate the Chamber and provide related services to patients under the supervision of JSEL. In addition, JSEL shall transfer the right of using the Chamber and any beneficiary right affiliated to using the Chamber to Saikun upon receiving the full amount of payment from Saikun. JSEL, nevertheless, owns all the intellectual property rights affiliated with the Chamber. If the two parties decide to terminate the Clinical Cooperation Agreement prior to the expiration of the term, Saikun’s right of using the Chamber during the term is still effective as long as its use of the Chamber does not infringe any of JSEL’s intellectual property rights affiliated with the Chamber. The two parties agreed that the term of the Clinical Cooperation Agreement would not end until Kangzi successfully obtains permits issued by relevant government entities supervising development and sale of medical equipment.
To prepare for the mass production of Chambers, Kangzi is conducting clinical experiments to make further improvements on Chamber and adjusting features of the mass-production mold for Chamber. Kangzi is also in the process of obtaining official governmental permits from relevant government authorities to produce and sell Chambers on a national scale. As its long-term business strategy, Kangzi focuses on researching, developing, and manufacturing high-technology medical equipment while targeting both individual and institutional customers. It plans to massively manufacture Chambers in small and medium sizes, establish operation centers to sell Chambers in various cities across China, and initiate advertising and marketing campaigns on different media platforms. Kangzi will also monetize on services provided to customers who use Chambers and other medical products.
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In addition to business activities related to Chamber, the Company will commit to the research, development, manufacturing, and sale of healthcare equipment and various health products containing natural plants, including cosmetics, nutritional supplements, and drugs. In the near future, the Company aims to standardize and internationalize the production and sale of healthcare equipment and health products, while increasing its brand awareness in the healthcare and consumer-product markets.
The outbreak of the novel coronavirus, commonly referred to as “COVID-19”, first found in mainland China, then in Asia and eventually throughout the world, has significantly affected business and manufacturing activities within China, including travel restrictions, widespread mandatory quarantines, and suspension of business activities within China. These measures may cause severe business disruptions to our customers and suppliers, and may also lead to postponement of payment from these parties. Accordingly, our business, results of operations and financial condition may be adversely affected. We suspended our business operation in early February 2020 due to government mandates. We partially recovered our business operation on February 17, 2020, and we fully resumed our business operations on March 1, 2020. Due to the continuous and rapid development of the COVID-19 outbreak, which was categorized as a pandemic by the World Health Organization on March 11, 2020, the extent of the negative impact of COVID-19 outbreak on our business is currently uncertain.
Liquidity and Capital Resources
As of March 31, 2020, we had assets of $762,113, which consisted current assets of $22,546 in cash, $22,688 in accounts receivables, $57,280 in other receivables, $6,095 as advances to suppliers, $476,992 as inventory, and noncurrent asset of $176,512 as operating lease right-of-use asset. We had liabilities of $1,620,509, which consisted of current liabilities of $14,117 in accounts payable, $135,650 in accrued expenses and other payables, $437,384 in advances from customers, $13 in taxes payable, $855,340 in related party payables, and $31,917 in short-term operating lease liabilities. We also had recognized long-term operating lease liabilities of $146,088 as noncurrent liabilities. We had an accumulated deficit of $18,995,325.
As of December 31, 2019, we had assets of $852,453, which mainly consisted of $95,522 in cash and cash equivalents, $421,533 in inventory, and $202,976 in operating lease right-of-use. As of December 31, 2019, we had liabilities of $1,620,394, which mainly consisted of $111,374 in accounts payable, $430,616 in advances from customers, $28 in other taxes payables, $874,749 in related party payables, and $172,610 in operating lease liabilities. We also had an accumulated deficit of $18,909,705. As we started our business operations in 2019, our director advanced the daily operating expenses throughout the year.
In light of the impacts of the COVID-19 outbreak, if we are required to operate in a challenging economic environment in China, or incur unanticipated capital expenditures, or decide to accelerate growth, we may need additional financing. As of March 31, 2020, we had borrowed a loan from a shareholder for working capital purposes. The loan is unsecured, non-interest bearing and payable on demand. As of March 31, 2020, the Company has borrowed a total of $855,340 from such shareholder. We cannot guarantee, however, that additional financing, if required, would be available on favorable terms, if at all. Such financing may include the use of additional debt or the sale of the Company’s equity interests. Any financing which involves the sale of the Company’s equity interests or instruments that are convertible into the Company’s equity interests could result in immediate and possibly significant dilution to our existing shareholders.
Results of Operations
From December 28, 2016 to September 6, 2019, we were a shell company without any substantive assets or operations. Since September 7, 2019, we ceased to be a shell company and adopted the business of Kangzi, receiving our first preordering payment from Saikun. For a more detailed description, please see “Overview” above.
Comparison of the Three Months Ended March 31, 2020 and 2019
Our revenues during the three months ended March 31, 2020, were $1,395, and the cost of revenues was $290, as compared to $21,932 and $12,873 for the same period in 2019, respectively. The decreases in revenues and cost of revenues were due to the negative impact of the COVID-19 outbreak on our business operations. As our prospective customers’ businesses had been adversely affected by the COVID-19 outbreak, the demand for our products and services decreased. Moreover, prior to March 1, 2020, our sales and marketing team could not implement offline sales and marketing strategies as originally planned due to the COVID-19 outbreak. As a result, we were unable to secure the same amount of new revenue sources during the quarter ended March 31, 2020 as compared to the same period in 2019. As of the date of this quarterly report, China has shown signs of COVID-19 slowdown and Chinese industries have partially resumed businesses as government officials started to ease the restrictive measures. We believe that the impact of the COVID-19 outbreak on our business is both temporary and limited, and our revenues will start growing again as we resume our business activities.
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We had incurred selling expenses of $703 and administrative expenses of $94,280 during the three months ended March 31, 2020, as compared to $1,393 and $56,162 for the same period in 2019, respectively. The decrease in selling expenses was mainly due to the Company’s decreased sales activities during the period. The increase in administrative expenses was mainly due to increased office rental expenses and employment expenses during the period. We might incur operating expenses without sufficient revenues, as we have recently determined to focus on the research, development, and manufacturing of healthcare equipment and products. 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. However, by the end of September 2019, we have received customer prepayments for our new medical product and services pursuant to the Clinical Cooperation Agreement. When we start fulfilling our obligations under the Clinical Cooperation Agreement, we expect to see significant increase in revenues.
Going Concern
The accompanying financial statements are presented on a going concern basis. The Company’s financial condition raises doubt about the Company’s ability to continue as a going concern. The Company had an accumulated deficit of $18,995,325 and a net loss of $94,368 for the three months ended March 31, 2020. As the development of the Chamber enters its final stage and our subsidiary, JSEL, has started accepting pre-orders in September 2019, we believe that the Company will generate more revenues as the number of orders for the Chamber increases in the future, covering our operating expenses.
In light of the impacts of the COVID-19 outbreak, if we are required to operate in a challenging economic environment in China, or incur unanticipated capital expenditures, or decide to accelerate growth, we may need additional financing. As of March 31, 2020, we had borrowed a loan from a shareholder for working capital purposes. The loan is unsecured, non-interest bearing and payable on demand. We cannot guarantee, however, that additional financing, if required, would be available on favorable terms, if at all. Such financing may include the use of additional debt or the sale of the Company’s equity interests. Any financing which involves the sale of the Company’s equity interests or instruments that are convertible into the Company’s equity interests could result in immediate and possibly significant dilution to our existing shareholders.
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.
ITEM 3 QUANTITATIVE AND QUALITATIVE ABOUT MATERIAL RISKS
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective as a result of a material weakness primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or GAAP. To remediate the material weakness, our Chief Financial Officer, as a member of CPA Australia, hence a Certified Public Accountant in Australia, has attended professional trainings regarding applying GAAP on a regular basis. In the near future, we also intend to hire more personnel with sufficient training and experience in GAAP.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period ended March 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.
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From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the period covered by this report on Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
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| (1) | Filed as an exhibit to the Company’s Registration Statement on Form 10-12G, as filed with the SEC on July 16, 1999, and incorporated herein by this reference. |
| (2) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on July 6, 2018, and incorporated herein by reference. |
| (3) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on August 3, 2018, and incorporated herein by reference. |
| (4) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on September 14, 2018, and incorporated herein by reference. |
| (5) | Filed as an exhibit to the Company’s Registration Statement on Form 10-12G, as filed with the SEC on July 16, 1999, and incorporated herein by this reference. |
| (6) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2018, and incorporated herein by this reference. |
| (7) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on July 1, 2019, and incorporated herein by reference. |
| (8) |
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2019, and incorporated herein by this reference. |
| * | Filed herewith. |
| ** | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. |
20
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 Biological Technology Corporation | ||
| By: | /s/ Ban Siong Ang | |
| Name: | Ban Siong Ang | |
| Dated: May 15, 2020 | Title: | Chief Executive Officer |
| By: | /s/ Wendy Wei Li | |
| Name: | Wendy Wei Li | |
| Dated: May 15, 2020 | Title: | Chief Financial Officer |
21
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ban Siong Ang, certify that:
I have reviewed this report on Form 10-Q of Heyu Biological Technology Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2020
| /s/ Ban Siong Ang | |
| Ban Siong Ang | |
Chairman of the Board of Directors, Chief Executive Officer, and President (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wendy Wei Li, certify that:
I have reviewed this report on Form 10-Q of Heyu Biological Technology Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2020
| /s/ Wendy Wei Li | |
| Wendy Wei Li | |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, in his capacity as an officer of Heyu Biological Technology Corporation (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1) The Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2020, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2020
| /s/ Ban Siong Ang | |
| Ban Siong Ang | |
| Chairman of the Board of Directors, Chief Executive Officer, and President (Principal Executive Officer and Director) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, in her capacity as an officer of Heyu Biological Technology Corporation (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of her knowledge:
(1) The Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2020, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2020
| /s/ Wendy Wei Li | |
| Wendy Wei Li | |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.