PACIFIC WEBWORKS INC (Form: 8-K, Received: 04/20/2018 14:51:56)

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT is made and entered into this 18th day of April, 2018 by and

among Pacific WebWorks, Inc. a Nevada corporation (the " Company "), Ban Siong Ang, an individual (the

" Purchaser "), and Dan Masters, who owns certain shares in the Company (the “ Seller ” ), for the sale and purchase

of an aggregate of Ten Million Two Hundred Ten Thousand Five Hundred and Seventeen (10,210,517) shares of

the Company ’ s common stock (the “ Shares ” ) for an aggregate of Three Hundred Thirty-Five Thousand U.S.

Dollars ($335,000), representing approximately 98.91% of the issued and outstanding shares of the Company at the

closing of the Securities Purchase Agreement (the " Total Purchase Price "), subject to the terms and conditions

contained in this Agreement.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Purchase and Sale. The Seller and Company hereby agree to sell to the Purchaser and the Purchaser, in reliance

on the representations and warranties contained herein, and subject to the terms and conditions of this

Agreement, agree to purchase from the Seller 10,210,517 shares of Common Stock of the Company,

representing 98.91% of the Company ’ s total issued and outstanding Shares for a Total Purchase Price of Three

Hundred Thirty-Five Thousand U.S. Dollars ($335,000), payable in immediately available funds in United

States currency. Purchaser and Seller acknowledge and accept that the trading price of the Shares may decrease

or increase subsequent to the sale of the Shares. Purchaser and Seller waive claims to any losses as a result of

the sale of the Shares.

2. Closing. The Closing of the purchase and sale of the Shares shall occur upon the satisfaction or waiver of all

conditions set forth below, but no later than 5 PM EST April 18, 2018, or such other date as may be mutually

agreed by the parties in writing.

2.1. Stock Split and Issuance of 10,000,000 Shares: the Seller and the Company shall:

2.1.1. Prior to the Closing, cause the Company to complete 1 for 464 reverse stock split to decrease

the total issued and outstanding Shares of the Company to approximately 322,659 ( “ Stock

Split ” );

2.1.2. Prior to the Closing and after the Stock Split, cause the Company to issue Ten Million Shares

(10,000,000) to Seller for cancellation of $10,000 of existing debts and obligations owed to the

Seller by the Company.

2.1.3. At the Closing the Escrow Agent shall pay to Seller from sales proceeds $48,022.30, which

sum is the total of all remaining debt owed to Seller by the Company, and Seller shall provide

escrow with a cancelled note evidencing repayment of all debt and obligations owed to the

Seller by the Company.

2.2. Filing Tax Return: the Seller and the Company shall:

2.2.1. Prior to the Closing, cause the Company to properly file with the appropriate tax authorities all

tax returns relating to taxes and reports required to be filed for all tax periods ending prior to the

Closing Date (defined below), including, but not limited to 2017 tax return, and such filings are

true, correct and complete.

2.3. Seller/Company Deliverables: Unless waived in writing by Purchaser, the Seller and the Company

shall:

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2.3.1. Prior to the Closing, cause the Company to file and mail to each of the Company ’ s stockholders

an information statement required by Rule 14f-1 promulgated under the Exchange Act of 1934,

as amended (the “ Exchange Act ” ), in connection with the change of control to be effectuated

by the appointment of new officers and directors at the Closing, which appointments will be

effective 10 days after the filing of the Schedule 14f-1;

2.3.2. Upon the Closing, deliver to the Purchaser

2.3.2.1. By overnight delivery, the certificates for the Shares, along with a duly executed stock

power and Company indemnity letter in lieu of medallion guarantee for each such

certificate (collectively “ Sales Documents ” ), and the Company Books and Records listed

in Exhibit A unless otherwise agreed to in writing by the parties;

2.3.2.2. Cause the Company to timely file a Current Report on Form 8-K disclosing the entry by the

Seller of this Agreement; Confirmation of payment in full of all loans and payables of the

Company, including without limitation, those made by affiliates of the Company;

2.3.2.3. Signed resignation letters of all existing officers and directors of the Company;

2.3.2.4. Executed Board consents appointing designees of the Purchaser as directors and officers of

the Company;

2.3.2.5. All Edgar codes of the Company necessary to make filings with the Securities and

Exchange Commission;

2.3.2.6. Contact information of service providers of the Company necessary to comply with SEC

rules and regulations and to maintain the quotation on over the counter bulletin board listed

in Exhibit B ;

2.3.2.7. Confirmation from the Company ’ s auditors that it has received all information and records

desirable and necessary to review the financial statements (and notes) for the quarterly

period ended December 31, 2017; and

2.3.2.8. Written confirmation from the Company ’ s stock transfer agent that it has received all

documentation necessary to effectuate the transfer of stock certificates representing the

Shares to the Purchaser, including the issuance of stock certificates representing the Shares

to the Purchaser or its designee.

2.4. Purchaser Deliverables: On the Closing, the Purchaser shall deliver the Purchase Price (subtracted by

$25,000 as it was previously deposited in the escrow) to the Seller in accordance with the wire transfer

instructions found in the escrow agreement entered into between Seller and Purchaser on March 20,

2018, amended on March 31, 2018 (the “ Escrow Agreement ” ).

2.5. If in any event the Closing does not occur prior to or on April 19, 2018 or any other dates agreed upon

by the parties, the Seller shall cause the Escrow Agent, as defined in the Escrow Agreement, to return

any and all funds deposited by the Purchaser with the Escrow Agreement prior to or on April 19, 2018

in connection with this Agreement.

3. Resignation of Old and Appointment of New Board of Directors and Officers. The Company and the Seller

shall take such corporate action(s) and make such SEC filings on Schedule 14F-1 in compliance with the

Exchange Act Rules and as otherwise required by the Company Articles of Incorporation and/or Bylaws to

duly (a) appoint the below named persons to their respective positions, to be effective ten days after filing of

the Schedule 14f-1, and (b) obtain and submit to the Purchaser, together with all required corporate action(s)

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the resignation of all members of the board of directors, and any and all corporate officers, all of which actions

shall be certified and delivered by Seller to the Purchaser to be effective ten days after filing of the Schedule

14f-1 ,in such form and substance satisfactory to the Purchaser. Following the execution of this Agreement and

through the date of effectiveness of such resignations, no other officers or directors shall be appointed or

elected to serve the Company except as otherwise expressly provided herein.

Name

Position

Ban Siong Ang

Chairman of the Board, Chief Executive Officer and

President

Hung Seng Tan

Executive Director

Wendy Wei Li

Chief Financial Officer

4. Representations and Warranties of the Company and the Seller. Each of the Company and Seller hereby

represents and warrants to each of the following as of the date hereof and the Closing Date :

4.1.

Corporate Existence and Power. The Company is a corporation duly organized and validly existing

and in good standing under the laws of the jurisdiction of its incorporation or formation. The Company has

the requisite corporate power and authority to carry on its business as presently conducted and as currently

proposed to be conducted, to own and operate its properties and assets, to execute and deliver this

Agreement, and to carry out the provisions of this Agreement. The Company is duly qualified to do

business and is in good standing as a foreign company in all jurisdictions in which the nature of its activities

and of its properties makes such qualification necessary, except for those jurisdictions in which failure to do

so would not have a material adverse effect on the Company or its business.

4.2.

Subsidiaries. The Company does not own or control any equity security or other interest of any

other corporation, partnership, limited liability company or other business entity. The Company is not a

participant in any joint venture, partnership, limited liability company or similar arrangement.

4.3.

Authorization; No Contravention. The execution, delivery and performance by Seller of this

Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary action

of the Seller and the Company, (b) do not violate, conflict with or result in any breach or default of (or with

due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of

any lien under, any contractual obligation of the Seller or the Company or any requirement of law

applicable to the Company, and (c) do not violate any judgment, injunction, writ, award, decree or order

(collectively, " Orders ") of any governmental authority against, or binding upon, the Company. There are

no actions, subpoenas, suits, proceedings, claims, complaints, disputes, arbitrations or investigations

(collectively, " Claims ") pending, initiated, or, to the knowledge of the Seller, threatened, at law, in equity,

in arbitration or before any governmental authority against the Company.

4.4.

Governmental Authorization; Third Party Consents. No consent, approval, authorization, order,

registration or qualification (each, an " Authorization ") of or with any governmental authority or any other

person is required for the execution, delivery or performance (including, without limitation, the sale of the

Shares) by, or enforcement against, the Company of this Agreement or the consummation by the Company

of the transactions contemplated by this Agreement, except (i) such Authorizations as have already been

obtained or (ii) as otherwise provided in this Agreement.

4.5.

Capitalization.

4.5.1. The Company's authorized capital stock consists solely of 150, 000, 000 shares of common

stock, of which approximately 10,322, 659 shares will be issued and outstanding at closing, and no

preferred stock, of which no shares is issued and outstanding. All shares of Company stock are

owned of record by the shareholders in the amounts set forth in the Shareholder ’ s list delivered at

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closing. There are no outstanding dividends, whether current or accumulated, due or payable on

any of the capital stock of the Company.

4.5.2. Seller is the legal owner, and has good and marketable title (beneficially and of record) to

the portion of the Shares he owns. All of the Shares, when sold to the Purchaser pursuant to this

Agreement, will be: (i) duly authorized, validly issued, and outstanding; (ii) fully paid,

non-assessable, and free of preemptive rights; and (iii) free and clear of any and all pledges, claims,

restrictions, charges, liens, security interests, encumbrances, or other interests of third parties of

any nature whatsoever. As of the date hereof: (i) there are no outstanding options, warrants, rights,

commitments, or agreements of any kind for the issuance or sale of, or outstanding securities

convertible into, any additional shares of capital stock of any class of the Company; (ii) there are no

voting trusts, voting agreements, proxies, or other agreements, instruments, or undertakings with

respect to the voting of any Company securities to which the Company or any of its shareholders is

a party; and (iii) there are no restrictions on transfer of any Company securities except for

restrictions imposed by applicable laws or by the express terms of this Agreement. There are no

contracts, commitments, understandings or arrangement by which the Company is bound to issue

additional registered capital, share capital or other securities.

4.6.

Agreements.

Except for this Agreement and except as disclosed in the Company ’ s SEC Reports, there are no

agreements, understandings, instruments, contracts or proposed transactions, or judgments, orders, writs or

decrees, to which the Company is a party or by which it is bound. The Company is not a guarantor or

indemnitor of any indebtedness of any other person, party or entity. The Company has not declared or paid any

dividends, or authorized or made any distribution upon or with respect to any class or series of its equity

securities.

4.7.

Absence of Undisclosed Liabilities. As of the closing date, the Company had no liabilities which

arose, either accrued or contingent, of a nature required to be reflected in the financial statements in accordance with

generally accepted accounting principles, and whether due or to become due, which individually or in the aggregate

are reasonably likely to have an adverse effect on the Company. The Company has fully paid all debtors, vendors

and service providers for all obligations that have become due and payable as of the Closing Date.

4.8.

Absence of Litigation.

There are no lawsuits, actions or administrative, arbitration or other proceedings or governmental investigations

ongoing, pending or threatened against or relating to the Company, or the Company's properties or business. The

Company has not entered into or been subject to any consent decree, compliance order, or administrative order with

respect to any property owned, operated, leased, or used by the Company. The Company has not received any

request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with

respect to any property owned, operated, leased, or used by the Company or any facilities or operations thereon.

4.8.1. The Company has filed all tax returns required to have been filed. All such tax returns were

correct and complete in all material respects. All taxes incurred by the Company whether or not shown on any

tax return) have been paid. The Company currently is not the beneficiary of any extension of time within which

to file any tax return. To the Company's knowledge, no claim has been made by an authority in a jurisdiction

where the Company does not file tax returns that it is or may be subject to taxation by that jurisdiction. There are

no actual, pending or, to the Company's or Seller ’ s knowledge, threatened liens, encumbrances, or charges

against any of the assets of the Company arising in connection with any failure (or alleged failure) to pay any

tax incurred. The Company has withheld and paid all taxes required to have been withheld and paid in

connection with amounts paid or incurred to any employee, independent contractor, creditor, shareholder, or

other third party. To the Company's knowledge, there is no dispute or claim concerning any tax liability of the

Company either claimed or raised by any authority in writing. The Company has not waived any statute of

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limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency.

4.9. Financial Statements. The Company's financial statements fairly present the assets of the Company and

liabilities of the Company incurred, in each case.

4.10. Binding Effect. This Agreement has been duly executed and delivered by the Seller, and constitutes the

legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except

as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or

transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general

principles of equity.

4.11. Private Offering. No registration of the Shares, pursuant to the provisions of the Securities Act of 1933,

as amended, or any state securities or "blue sky" laws, will be required by the sale of the Shares in the manner

contemplated in Section 1 herein. Seller agrees that neither he or she, nor anyone acting on his or her behalf, shall

offer to sell the Shares or any other securities of the Company so as to require the registration of the Shares pursuant

to the provisions of the Securities Act of 1933, as amended, or any state securities or "blue sky" laws.

4.12. Disclosure. Seller understands and confirms that Purchaser are relying on the representations, warranties

and covenants contained in this Agreement and the disclosures set forth in the reports, forms and other documents

filed with the United States Securities Exchange by the Company (collectively, the “ SEC Reports ” ) in entering into

this Agreement. All disclosures contained in the SEC Reports or otherwise provided to Purchaser regarding the

Company, its businesses and the transactions contemplated hereby, furnished by or on behalf of Seller or the

Company are complete, true and correct and do not contain any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements made therein, in light of the circumstances under which

they were made, not misleading.

5. Representations and Warranties of the Purchaser.

The Purchaser represents, warrants, agrees and covenants, to the Seller, as follows:

5.1 Purchaser is Not a U.S. Person. Purchaser represents and warrants that: (A) such Purchaser is not a U.S.

person as defined in Rule 902 of Regulation S under the Securities Act (each, “ U.S. person ” ); (B) all offers to

acquire the Shares were made to the Purchaser while the Purchaser was outside the United States; (C) the

Purchaser ’ s request to acquire the Shares originated while the Purchaser was outside of the United States, (D)

neither the Shares nor any interest therein will be transferred within the United States, its territories or

possessions or to any U.S. person and (E) the Shares have not been acquired for the benefit of any U.S. person.

5.2. Residency. Purchaser is a resident of the jurisdiction set forth immediately next to Purchaser ’ s name on the

signature page.

5.3. Limits on Transfer or Re-sale. The Purchaser acknowledges and agrees that: (i) the sale of the Shares

pursuant to this Agreement has not been and is not being registered under the Securities Act or any applicable

state securities laws, and the Company hares may not be may not be resold, pledged, assigned, hypothecated or

otherwise transferred, with or without consideration ( “ Transfer ” ) by any Purchaser unless: (a) the Shares are

resold or otherwise Transferred in a subsequent transaction pursuant to an effective registration statement

under the Securities Act, (b) the Purchaser shall have obtained, at its cost, an opinion of counsel that shall be in

form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the

Shares to be resold or Transferred may be resold or Transferred pursuant to an exemption from such

registration, (c) the Company hares are resold or Transferred to an “ affiliate ” (as defined in Rule 144

promulgated under the Securities Act (or a successor rule) ( “ Rule 144 ” )) of the Purchaser who agrees to sell or

otherwise Transfer the Securities only in accordance with this Section 5.03 who is a non US Person(d) the

Shares are resold pursuant to Rule 144, or (e) the Shares are resold pursuant to Regulation S under the

Securities Act (or a successor rule) ( “ Regulation S ” ); (ii) any resale or Transfer of such Shares made in

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reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is

not applicable, any re-sale or transfer of such Shares under circumstances in which the Seller (or the person

through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities

Act) may require compliance with some other exemption under the Securities Act or the rules and regulations

of the SEC thereunder; (iii) neither the Company, nor any Seller, nor any other person is under any obligation

to register such Shares under the Securities Act or any state securities laws or to comply with the terms and

conditions of any exemption thereunder (in each case); and (iv) in the absence of an effective registration

statement under the Securities Act and any applicable state securities laws applicable to the Shares or an

exemption from such registration, the Purchaser may have to hold the Shares indefinitely and may be unable to

liquidate them in case of an emergency.

5.4 Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in

reliance upon specific exemptions from the registration requirements of United States federal and state

securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the

Purchaser ’ s compliance with, the representations, warranties, agreements, acknowledgments and

understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and

the eligibility of the Purchaser to acquire the Shares.

5.5. Restrictions on Transferability. The Purchaser is aware of the restrictions of transferability of the Shares

and further understands the certificates shall bear legends substantially similar to the following legend(s).

(a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ” ), OR THE SECURITIES

LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN

EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE

SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A

TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND

IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A

LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION

SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN SOLD PURSUANT TO AN

EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH REGULATION “ S ” (17 C.F.R.

230.901THROUGH 230.905 AND ITS PRELIMINARY NOTES) UNDER THE SECURITIES ACT OF

1933, AS AMENDED. THE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED TO

A U.S. PERSON, OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, OR INTO THE

UNITED STATES EXCEPT PURSUANT TO A REGISTRATION STATEMENT, OR A VALID

EXEMPTION FROM REGISTRATION BASED ON AN OPINION OF COUNSEL APPROVED BY

THE ISSUER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE

CONDUCTED, DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE

SECURITIES ACT OF 1933, AS AMENDED.

5.6. Governmental Review. The Purchaser understands that no United States federal or state agency or any

other government or governmental agency has passed upon or made any recommendation or endorsement of

the Shares.

5.7. Investment Intent. The Purchaser is acquiring the Shares for their own account for investment, and not

with a view toward distribution thereof. The Purchaser further represents that it does not presently have any

contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to

such person or to any third person, with respect to any of the Shares. The Purchaser represents that it has not

been formed for the specific purpose of acquiring the Shares. The Purchaser acknowledges that an investment

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in the Securities is a high-risk, speculative investment.

5.8. No Advertisement. The Purchaser acknowledge that it is offered by the Company to be in direct

communication with the Seller, and not through any advertisement or general solicitation of any kind.

5.9. Knowledge and Experience. The Purchaser acknowledge that they have been encouraged to seek their

own legal and financial counsel to assist them in evaluating this purchase. The Purchaser acknowledge that the

Company has given them and Purchaser ’ Counsel access to all information relating to the Company ’ s business

that they or any one of them have requested. The Purchaser acknowledge that they have sufficient business and

financial experience, and Knowledge concerning the affairs and conditions of the Company so that they can

make a reasoned decision as to this purchase of the Shares and are capable of evaluating the merits and risks of

this purchase.

5.10. Authorization; Enforcement. This Agreement has been duly executed and delivered on behalf of the

Purchaser, and this Agreement constitutes the valid and binding agreement of the Purchaser and is enforceable

against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy,

insolvency, reorganization, moratorium or other similar laws affecting creditors ’ rights generally and except as

may be limited by the exercise of judicial discretion in applying principles of equity.

5.11. Non-Contravention. Neither the execution, delivery or performance of this Agreement by the Purchaser,

nor the consummation by the Purchaser of the transactions contemplated hereby, nor compliance by the

Purchaser with any of the provisions of this Agreement shall (a) violate any provision of its governing

documents, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of,

create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent or

approval under, any note, bond, mortgage, indenture, deed of trust or other agreement, contract or instrument

to which the Purchaser is bound or by which the Purchaser or any of its properties or assets may be bound or

affected, or (c) result in the imposition of any Lien upon any of the properties or assets of the Purchaser, except

in the case of clause (b) and (c), as would not have a material adverse effect on the Purchaser.

5.12. Litigation. There are no court, administrative, arbitration, mediation or other proceedings (including

disciplinary proceedings), claims, lawsuits, reviews, formal or informal complaints or investigations, actions,

or inquiries of any nature by any governmental authority or any other Person (collectively, “ Proceedings ” )

pending or, to the actual Knowledge of the Purchaser, threatened against the Purchaser which seeks to restrain

or enjoin the consummation of the transactions contemplated by this Agreement.

5.13. Ability to Carry Out Obligations. The Purchaser, as to itself, has the power, and authority to enter into,

and perform its obligations under this Agreement. The execution and delivery of this Agreement by such

Purchaser and the performance by such Purchaser of its obligations hereunder will not cause, constitute, or

conflict with or result in any breach or violation of any of the provisions of or constitute a default under any

agreement to which such Purchaser is a party, or by which such Purchaser is bound.

6. Indemnification. The Purchaser and its employees, agents and representatives (each of which is an

“ Indemnified Party ” ), shall be indemnified and held harmless by the Seller, from and against any and all losses

arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Parties in

connection with or as a result of any breach of a representation or warranty contained in Section 4 of this

Agreement.

7. Miscellaneous. This Agreement constitutes the entire agreement between the parties hereto and supersedes all

prior agreements and discussions between Purchaser and Seller. No waiver of any of the provisions of this

Agreement will be deemed to constitute a waiver of any other provisions hereof. This Agreement may be

executed by the parties hereto in separate counterparts, each of which will be deemed to be one and the same

instrument. All claims, disputes and other matters in question between the parties to this Agreement, arising

out of or relating to this Agreement or breach thereof, shall be filed and heard only in the state courts of New

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York. The Agreement will be government by and construed and enforced in accordance with the internal laws

of the State of New York, without regard to the principles of conflicts of law thereof.

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Name	Age	Position
Ban Siong Ang	4 44	Chairman of the Board, CEO and President
Hung Seng Tan	57	Executive Director
Wendy, Wei Li	3 33	Chief Financial Officer

	Pacific Webworks, Inc.

Date: April 18, 2018	By: /s/ Dan Masters
	Dan Masters
	President, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Item 5.01.	Changes in Control of Registrant