UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

HYB Holding Corp.

(Exact name of registrant as specified in its charter)

Utah

(State or other jurisdiction of

incorporation or organization)

84-2528660

(I.R.S. Employer

Identification No.)

   

52 Mulligan Lane, Invington, NY

(Address of principal executive offices)

10533

(Zip Code)

   
Registrant’s telephone number, including area code:  (914) 693-3026
           

Securities to be registered pursuant to Section 12(b) of the Act: None.

 

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

(Title of Class)

 

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. (Check One)

 

Large Accelerated Filer [  ] Accelerated Filer [  ]
Non-Accelerated Filer [  ] Smaller reporting company [X]
    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. [  ]

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Table of Contents

    Page
Item 1. Business 2
Item 1A. Risk Factors 3
Item 2. Financial Information 4
Item 3. Properties 6
Item 4. Security Ownership of Certain Beneficial Owners and Management 6
Item 5. Directors and Executive Officers 7
Item 6. Executive Compensation 7
Item 7. Certain Relationships and Related Transactions, and Director Independence 7
Item 8. Legal Proceedings 8
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters 8
Item 10. 

Recent Sales of Unregistered Securities 9
Item 11. Description of Registrant’s Securities to Be Registered 9
Item 12. Indemnification of Directors and Officers 9
Item 13. Financial Statements and Supplementary Data 9
Item 14. Changes in and Disagreements with Accountants on Accounting and  Financial Disclosure 10
Item 15. Financial Statements and Exhibits 10
  1  

 

Introductory Matters

 

Cautionary Note Regarding Forward-Looking Information

This Registration Statement contains certain forward-looking statements regarding HYB Holding Corp., its business and financial prospects. All statements that address events or developments that we expect or anticipate will occur in the future are forward-looking statements. These statements represent Management’s best estimate of what will happen. Nevertheless, there are numerous risks and uncertainties that could cause our actual results to differ dramatically from the results suggested in this Report. Among the more significant risks are:

· We have no business operations and have no assets. Unless we obtain additional capital or acquire an operating company, HYB Holding Corp. will not be able to undertake significant business activities.
· HYB Holding Corp.’s business plan contemplates that it will acquire an operating company in exchange for the majority of its common stock. If that occurs, management will determine the nature of the company that is acquired. Investors in HYB Holding Corp. will have to rely on the business acumen of management in determining that the acquisition is in the best interest of HYB Holding Corp. If management lacks sufficient skill to operate successfully, HYB Holding Corp.’s shares may lose value.

Because these and other risks may cause the Company’s actual results to differ from those anticipated by Management, the reader should not place undue reliance on any forward-looking statements that appear in this Report.

Item 1. BUSINESS

HYB Holding Corp. (the "Company") was organized under the laws of the State of Utah on October 18, 1985, with the name "Brittany Development, Inc.", which was changed to "Iron Star Development, Inc." in 2004. In March 1987 the Company sold shares of its common stock in a public offering registered with the U.S. Securities and Exchange Commission ("SEC") on Form S-18. The Company realized net proceeds of approximately $160,000 from the offering, which were invested in mineral operations in Nevada. This venture was unsuccessful, and so until 2006 the Company had no business operations.

In 2006, the Company acquired control of Harbin Yinhai Technology Development Company Limited ("Yinhai") in a share exchange transaction. Yinhai is a corporation organized under the laws of the People's Republic of China and engaged in the business of specialty printing in China, primarily serving the banking and insurance industries. Subsequent to that acquisition, the name of the Company was changed to "Xinyinhai Technology, Ltd."

In 2013 the Company terminated its registration with the SEC pursuant to SEC Rule 12(g)(4). Subsequently, the Company exchanged its ownership interest in Yinhai for a majority of the outstanding shares of the Company's common stock. Since that time, the Company has had no operations and is currently a “shell company” as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”) and Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). The Company is defined as a shell company because it has no operations or assets.

  2  

 

In July 2019 the Company changed its name to "HYB Holding Corp," as the reference to Yinhai in its title was no longer appropriate.

For some period of time our management has been exploring business opportunities that would involve the use of HYB Holding Corp. as a shell in a reverse merger transaction, in which an operating company would be merged into HYB Holding Corp. in exchange for shares of our capital stock. The business that we ultimately pursue will be determined by Robert Brantl, who is the sole member of our Board of Directors. His decision will be based on the prospects for the business, the availability of capital to fund the business, and the potential benefits of the business to the shareholders of HYB Holding Corp.

If we acquire or merge with an operating business, it is likely that our current shareholders will experience substantial dilution. In addition, there will be a change in control, as Mr. Brantl will likely sell his controlling interest in the Company.

We voluntarily filed the registration statement on Form 10 to make information concerning ourselves more readily available to the public and to become eligible for listing on the OTCQB market sponsored by OTC Markets. Management believes that being a reporting company under the Securities Exchange Act will enhance our efforts to acquire or merge with an operating business.

As a result of our registration with the SEC, we will be obligated to file interim and periodic reports including an annual report with audited financial statements. This obligation will substantially increase the expenses incurred by the Company.

Any company that is merged into or acquired by us will become subject to the same reporting requirements as we. Thus, if we successfully complete an acquisition or merger, the acquired entity must have audited financial statements for at least the two most recent fiscal years, or if the acquired company has been in business for less than two years, audited financial statements must be available from its inception. This requirement limits our possible acquisitions or merger opportunities because many private companies either do not have audited financial statements or are unable to produce audited statements without long delay and substantial expense.

Employees

We currently have no employees. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, HYB Holding Corp. is not required to provide the information required by this item.

 

  3  

 

Item 2. FINANCIAL INFORMATION

Results of Operations

Six Month Periods Ended December 31, 2019 and 2018

We currently have no assets and no operations. During the six months that ended on December 31, 2019, we realized no revenue and incurred $23,118 in operating expenses. During the six months that ended on December 31, 2018, we realized no revenue and incurred $27 in operating expenses. The increase in operating expenses from the first half of fiscal year 2019 to the first half of fiscal year 2020 occurred because in the recent period we were preparing and auditing the Company's financial statements for inclusion in this Registration Statement, as well as negotiating with potential acquisition targets.

Control of HYB Holding Corp. was transferred to Robert Brantl in July 2017. During his tenure, Mr. Brantl has financed our operations by advancing funds to cover our expenses. We expect that Mr. Brantl will continue to fund our operations until we have completed an acquisition of an operating company, and that we will, therefore, have sufficient cash to maintain our existence as a shell company for the next twelve months, if necessary.  Our management is not required to fund our operations, however, by any contract or other obligation.

Years Ended June 30, 2019 and 2018

During the years ended June 30, 2019 and June 30, 2018 we had no assets and no operations. During the 2019 fiscal year, we realized no revenue and incurred $5,365 in operating expenses. During the 2018 fiscal year, we realized no revenue and incurred $320 in operating expenses. The increase in operating expenses from fiscal year 2018 to fiscal year 2019 occurred because in fiscal year 2019 we were negotiating with potential acquisition targets.

Our major expenses consist of fees to lawyers and accountants incurred in connection with our plans to become an SEC reporting company. We also incur administration expenses attendant to the trading of our common stock and the cost of maintaining our corporate charter. We do not expect the level of our operating expenses to change in the future until we implement a business plan or effect an acquisition.

Liquidity and Capital Resources

At December 31, 2019 we had a working capital deficit of $30,135, as we had no assets and had $30,135 in accounts payable and accrued expenses. Our liabilities consist, almost entirely, of amounts owed to our majority shareholder for services as the Company's counsel and to reimburse him for funds he advanced to pay our other expenses. We expect our working capital deficit to continue indefinitely, until we obtain an operating company capable of funding our overhead expenses.

Our operations used no cash during the six months ended December 31, 2019 or the years ended June 30, 2019 and 2018. In each period we increased our accounts payable - related party by the amount of our expenses, with the exception that during the year ended June 30, 2019 we reclassified a liability of $590 from accounts payable to accounts payable - related party when our CEO, Robert Brantl, paid the account and invoiced HYB Holding Corp. for the expense. In the future, unless we achieve the financial and/or operational wherewithal to sustain our operations, it is likely that we will continue to rely on borrowings to sustain our operations.

  4  

 

Mr. Brantl, our Chief Executive Officer, is also our majority shareholder. Since July 2017 he has financed our operations by making advances of funds to cover our expenses. We expect that Mr. Brantl will continue to fund our operations until we have completed an acquisition of an operating company, and that we will continue to require additional financing to maintain our existence as a shell company for the next twelve months.  Our management is not required to fund our operations by any contract or other obligation.

Accordingly, the opinion of our independent registered public accounting firm with respect to our financial statements for the years ended June 30, 2019 and 2018 states that there is substantial doubt about the Company’s ability to continue as a going concern. That doubt will be alleviated only when we obtain the funds necessary to initiate profitable operations.

Application of Critical Accounting Policies

Our financial statements and related financial information are based on the application of accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 to our financial statements. While all these significant accounting policies impact our financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Among our critical policies is the determination, described in Note 5 to our financial statements, that the Company should record a valuation allowance for the full value of the deferred tax asset created by the net operating loss carryforwards. The primary reason for the determination was the lack of certainty as to whether the Company will achieve profitable operations in the future and be able to utilize their carryforwards.

Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause any effects on our results of operations, financial position or liquidity for the periods presented in this report.

  5  

 

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 or results of operations.

 

Impact of Accounting Pronouncements

 

There have been no recent accounting pronouncements that have had, or are expected to have, a material effect on our financial statements.

 

Quantitative And Qualitative Disclosures About Market Risk

 

As a smaller reporting company, HYB Holding Corp. is not required to provide quantitative and qualitative disclosures about market risk.

 

Item 3. PROPERTIES

 

We have no property, because we have no assets or employees. Our executive offices are maintained in offices provided by Robert Brantl, our CEO. We do not compensate Mr. Brantl for this concession.

 

Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information known to us with respect to the beneficial ownership of each class of our voting stock as of the date of this registration statement by the following:

· each shareholder known by us to own beneficially more than 5% of our common stock,
· Robert Brantl, our Chief Executive Officer,
· each of our directors, and
· all directors and executive officers as a group.

 

There are 9,701,269 shares of our common stock issued and outstanding on the date of this registration statement. HYB Holding Corp. does not have any other class of stock outstanding. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

 

Name of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

 

Percentage of Class

Robert Brantl 6,465,442 66.6%

All officers and

directors as a group (1 person)

6,465,442 66.6%

 

  6  

 

Item 5. DIRECTORS AND EXECUTIVE OFFICERS

 

The executive officers and directors of the Company are:

 

Name Age Position with the Company Director since
Robert Brantl 66 Chairman, Chief Executive Officer, Chief Financial Officer 2017

 

Directors hold office until the annual meeting of the Company’s stockholders and the election and qualification of their successors. Officers hold office, subject to removal at any time by the Board, until the meeting of directors immediately following the annual meeting of stockholders and until their successors are appointed and qualified.

 

ROBERT BRANTL. Mr. Brantl has served as the sole officer and director of HYB Holding Corp. since July 2017, when he purchased the majority interest in the Company. Since 1980, Mr. Brantl has been employed as an attorney, licensed to practice law in the State of New York. He has been a sole practitioner, specializing in matters of securities regulation and corporate finance, since 1998. Mr. Brantl was awarded a J.D. degree by the Harvard Law School in 1979.

 

Item 6. EXECUTIVE COMPENSATION

 

HYB Holding Corp. has not paid compensation to its executive officer, and has no plan to compensate its officer.

 

Employment Agreements

The Company's sole executive officer does not have a written employment agreement with HYB Holding Corp. He serves at will.

Compensation of Directors

HYB Holding Corp. did not pay or accrue any obligation to the members of its Board of Directors for services during any of the past three fiscal years.

Equity Grants

HYB Holding Corp. has not adopted any equity grant program. The Company’s Chief Executive Officer, Robert Brantl, holds no stock options or unvested stock awards, and held none at any time during the years ended June 30, 2019, 2018 or 2017.

Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

During the six month period ended December 31, 2019, the Company's majority shareholder and CEO, Robert Brantl, provided legal services to the Company for which he invoiced $11,719 and advanced $11,399 to pay expenses incurred by the Company. During the year ended June 30, 2019, Mr. Brantl provided legal services to the Company for which he invoices $4,781 and advanced $273 to pay expenses incurred by the Company.

  7  

 

Except as set forth above, there have been no transactions since the beginning of the 2019 fiscal year, or any currently proposed transaction, in which HYB Holding Corp. was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the total assets of HYB Holding Corp. at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.  

Director Independence

The Board of Directors has determined that no member of our Board of Directors is independent, as “independent” is defined in the rules of the NYSE American.

Item 8. LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings.

Item 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

(a) Market for the Common Stock

 

The Company’s common stock is quoted on the OTC Pink Market under the symbol “HYBG”. The bid quotations reported on the OTC Pink Market reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

(b) Derivative Securities

 

There are no outstanding securities that are convertible into the Company's common stock or that provide the holder a right to purchase shares of the Company's common stock or any other security issued by the Company.

 

(c) Shareholders of Record

 

As of the date of this registration statement, there were 89 holders of record of the Company’s common stock.

 

(d) Dividends

 

The Company has never paid or declared any cash dividends on its Common Stock and does not plan to do so in the foreseeable future. The Company intends to retain any future earnings for the operation and expansion of the business. Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of the Company, its general financial condition and other factors deemed pertinent by the Board of Directors.

  8  

 

(e) Securities Authorized for Issuance Under Equity Compensation Plans

 

The Board of Directors of HYB Holding Corp. has not adopted any equity compensation plan for the Company.

 

Item 10. RECENT SALES OF UNREGISTERED SECURITIES

 

Within the past three years, HYB Holding Corp. has not issued any securities

Item 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

 

Our authorized capital stock consists of 200,000,000 shares of common stock, $0.001 par value per share. Holders of our common stock are entitled to receive dividends when and as declared by our board of directors out of funds legally available. Holders of our common stock are entitled to one vote for each share on all matters voted on by stockholders, including the election of directors. There is no cumulative voting in the election of directors. Holders of our common stock do not have any conversion, redemption or preemptive rights. In the event of our dissolution, liquidation or winding up, holders of our common stock are entitled to share ratably in any assets remaining after the satisfaction in full of the prior rights of creditors and the aggregate liquidation preference of any preferred stock then outstanding.

 

Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Articles of Incorporation of HYB Holding Corp. provide that HYB Holding Corp. will indemnify its directors and officers to the fullest extent possible in accordance with applicable Utah law.

Sections 902 and 907 of the Utah Revised Business Corporation Act authorizes a corporation to provide indemnification to a director, officer, employee, fiduciary or agent of the corporation who is made a party to a proceeding because he is or was a director, officer, employee, fiduciary or agent of the corporation if his conduct was in good faith, he reasonably believed his conduct to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful, and except that a corporation may not indemnify a person in connection with a proceeding in which the person is adjudged liable to the corporation or in connection with a proceeding in which the person is adjudged liable on the basis that he derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 

Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our financial statements for the six month periods ended December 31, 2019 and 2018 and for the years ended June 30, 2019 and 2018 appear on pages F-1 through F-21 at the end of this registration statement.

  9  

 

Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

Item 15. FINANCIAL STATEMENTS AND EXHIBITS

 

Financial Statements of HYB Holding Corp., a Utah corporation  
Six Month Periods Ended December 31, 2019 and 2018 (unaudited):  
Balance Sheets - December 31, 2019 and June 30, 2019 F-1
Statements of Operations - for the Six Months ended December 31, 2019 and 2018 F-2
Statements of Changes in Stockholders' (Deficit) - for the Years ended June 30, 2018 and 2019 and the Six Months ended December 31, 2019 F-3
Statements of Cash Flows - for the Six Months ended December 31, 2019 and 2018 F-4
Notes to Financial Statements for the Six Months Ended December 31, 2019 and 2018 F-5
   
Years Ended June 30, 2019 and 2018 (audited):  
Report of Independent Registered Public Accounting Firm F-11
  Balance Sheets – June 30, 2019 and 2018 F-12
  Statements of Operations – for the Years Ended June 30, 2019 and 2018 F-13
  Statements of Changes in Stockholders’ (Deficit) - for the Years Ended June 30,   2019 and 2018 F-14
  Statements of Cash Flows – for the Years Ended June 30, 2019 and 2018 F-15
  Notes to Financial Statements F-16


Exhibits

3-a Restated Articles of Incorporation filed on July 12, 2004
3-a(1) Articles of Amendment to Articles of Incorporation filed on September 27, 2006
3-a(2) Articles of Amendment to Articles of Incorporation filed on June 28, 2019
3-b Bylaws - as amended on June 25, 2019

 

 

 

  10  

 

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned duly authorized.

 

March 19, 2020

HYB Holding Corp.

 

By: /s/ Robert Brantl

Robert Brantl

Chief Executive Officer

 

 

 

 

 

  11  

 

HYB HOLDING CORP.

BALANCE SHEETS

 

    December 31,
2019 		 

June 30,
2019

ASSETS                
CURRENT ASSETS                
Cash   $ —       $ —    
Total Assets   $ —       $ —    
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)                
CURRENT LIABILITIES                
Accounts payable - related party   $ 29,135     $ 6,017  
Accounts payable and accrued expenses     1,000       1,000  
Total Current Liabilities   $ 30,135     $ 7,017  
                 
STOCKHOLDERS' (DEFICIT)                
Common Stock, $0.001 par value, 200,000,000 shares authorized, 9,701,269 issued and outstanding     9,701       9,701  
Additional paid-in capital     0       0  
(Deficit)     (39,836 )     (16,718 )
Total Stockholders' (Deficit)     (30,135 )     (7,017 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)   $ —       $ —    

 

 

See independent auditors; report and accompanying notes to financial statements.

  F-1  

 

HYB HOLDING CORP.

STATEMENTS OF OPERATIONS

     

For the six months ended

December 31,

 
      2019       2018  
Revenues   $ —       $ —    
Total Revenues     —         —    
                 
Operating Expenses:                
General & administrative     23,118       27  
Total Operating Expenses     23,118       27  
                 
Net (Loss)   $ (23,118 )   $ (27 )
                 
(Loss) per common share, basic and diluted   $ (0.00 )   $ (0.00 )
                 
Weighted average shares outstanding, basic and diluted     9,701,269       9,701,269  
                 

 

 

 

 

 

 

 

See independent auditors; report and accompanying notes to financial statements.

  F-2  

 

HYB HOLDING CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)

    Common Stock   Additional Paid-in Capital   Deficit   Total
Balance, June 30, 2017   $ 9,701       0     $ (11,033 )   $ (1,332 )
Net (loss)     —         —         (320 )     (320 )
Balance, June 30, 2018   $ 9,701       0     $ (11,353 )   $ (1,652 )
Net (loss)     —         —         (5,365 )     (5,365 )
Balance, June 30, 2019   $ 9,701       0     $ (16,718 )   $ (7,017 )
Net Loss     —         0     $ (23,118 )   $ (23,118 )
Balance, December 31, 2019   $ 9,701       0     $ (39,139 )   $ (30,135 )
                                 

 

 

 

 

 

 

 

See independent auditors; report and accompanying notes to financial statements.

 

  F-3  

 

HYB HOLDING CORP.

STATEMENTS OF CASH FLOWS

    For the six months ended December 31,
      2019       2018  
Cash flows from operating activities                
Net (loss)   $ (23,118 )   $ (27 )
Adjustment to reconcile net loss to net cash
(used in) operating activities: 		               
Increase in accounts payable - related party     23,118       27  
Net cash (used in) operating activities     —         —    
                 
Net increase in cash     —         —    
Cash, beginning of period     —         —    
Cash, end of period   $ —       $ —    
                 
Supplemental disclosure of cash flow information:                
Cash paid for income taxes   $ —       $ —    
Cash paid for interest   $ —       $ —    
                 

 

 

 

 

 

 

 

See independent auditors; report and accompanying notes to financial statements.

  F-4  

HYB HOLDING CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTH PERIODS ENDED DECEMBER 31, 2019 AND 2018

 

1. GENERAL

 

Organization and Business Nature

 

HYB Holding Corp. (the “Company”) was incorporated in Utah on October 18, 1985. The Company has had no business operations since April 25, 2015, when it spun off its only direct subsidiary, which at that time owned, directly or indirectly, all of the assets through which the Company was carrying on operations. Because it has no operations or assets, the Company is currently a “shell company” as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”) and Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

 

On July 31, 2017 Robert Brantl purchased 6,465,442 shares of the Company’s common stock from Tian Ling. Following that purchase, Mr. Brantl owned approximately 66% of the voting securities of the Company. The purchase resulted in a change in control of the Company.

2. ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying financial statements have been prepared using the accrual basis in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, and June 30, 2019, the Company did not have any cash or cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.

Income Taxes

The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes.  Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.  Deferred tax assets are also recognized for operating losses that are available to offset future taxable income.  A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

  F-5  

 

HYB HOLDING CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTH PERIODS ENDED DECEMBER 31, 2019 AND 2018

 

2. ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes (continued)

The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, and accounting for interest and payables in the financial statements. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of December 31, 2019 or 2018. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date.

Net Earnings (Loss) Per Share

The Company computes net income (loss) per common share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted income per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding plus the effect of any dilutive shares outstanding during the period.  Potential dilutive shares are not included when the Company has a loss because their inclusion would be antidilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net (loss) per share are presented for basic and diluted per share calculations for the six month periods ended December 31, 2019 and 2018, reflected in the accompanying statements of operations. There were no dilutive shares outstanding during the six month periods ended December 31, 2019 and 2018.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value as follows:

· Level 1 - quoted prices in active markets for identical assets or liabilities.
· Level 2 - inputs other than quoted prices in Level 1 that are observable either directly or indirectly.
  F-6  

 

HYB HOLDING CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTH PERIODS ENDED DECEMBER 31, 2019 AND 2018

2. ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments (continued)

· Level 3 - inputs based on prices or valuation techniques that are both unobservable and significant to the fair value markets.

The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including accrued expenses, approximated its fair value due to the short-term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

3. RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company does not believe the adoption of this ASU will have a material effect on its financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the adoption of this ASU will have a material effect on its financial statements and related disclosures.

 

  F-7  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SIX MONTH PERIODS ENDED DECEMBER 31, 2019 AND 2018

3. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

 

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.

In June 2018, the FASB issued ASU 2018-07 – Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which to include share-based payment transactions for acquiring goods and services from non-employees, which nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the goods have been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The definition of the term grant date is amended to generally state the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share based payment award. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. Management does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. 

4. RELATED PARTY TRANSACTIONS

During the six month period ended December 31, 2019, the Company's majority shareholder and CEO, provided legal services to the Company for which he invoiced $11,719 and advanced $11,399 to pay expenses incurred by the Company. There were no related party transactions during the six month period ended December 31, 2018.

The Company uses as its executive office, at no expense, office space provided to it by its CEO.

  F-8  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SIX MONTH PERIODS ENDED DECEMBER 31, 2019 AND 2018

5. INCOME TAXES

 

The provision (benefit) for income taxes consisted of the following for the six month periods ended December 31, 2019 and 2018:

   

Six months ended

December 31,

             2019   2018
         
Current $ - $ -
Deferred   (23,118)   (27)
Change in valuation allowance   23,118   27
         
Income tax provision (benefit) $ - $ -
             

 

The following table reconciles the effective income tax rates with the statutory rates for the six months ended December 31:

 

             2019    2018  
           
U.S. federal statutory rate   21.0 % 21.0 %
Change in valuation allowance        (21.0)   (21.0)  
           
Effective income tax rate   - % - %

 

Deferred tax assets are comprised of the following:

 

   

December 31,

2019

 

June 30,

 2018

         
Net operating loss carryforwards $ 39,820 $ 16,702
Valuation allowance   (39,820)   (16,702)
         
Net deferred tax assets $ - $ -
             

At December 31, 2019, the Company had approximately $39,820 of federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover, if not utilized, will expire beginning in 2027. Through 2036, the amount and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Company’s stock ownership activity through June 30, 2018, a change of ownership was deemed to have occurred in the 2018 fiscal year. This change of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2036.

  F-9  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SIX MONTH PERIODS ENDED DECEMBER 31, 2019 AND 2018

 

5. INCOME TAXES (CONTINUED)

 

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance. The valuation allowance was increased by $23,118 during the six months ended December 31, 2019 and by $5,365 during the year ended June 30, 2019.

The tax years ended June 30, 2019, 2018 and 2017 remain open to examination by the taxing authorities.

6. Going concern

The Company has not generated any revenue, nor any significant operations during the six month periods ended December 31, 2019 and 2018. The Company does not have any assets as of December 31, 2019. As of December 31, 2019, the Company had a working capital deficiency and a stockholders’ deficit of $30,135. The Company continues to incur losses from operations and incurred a net loss of $23,118 and $27 during the six month periods ended December 31, 2019 and 2018, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s current business plan is to seek an acquisition or merger with a private operating company. However, there can be no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, that the Company will identify any debt or equity financing sources to finance a potential acquisition or merger. If unable to obtain financing, the Company may be unable to complete its business plan, and would, instead, delay all cash intensive activities. The Company will continue to be dependent on funding by its majority stockholder for cash flow, which may not be available. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time necessary funds could be raised.

Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

7.       SUBSEQUENT EVENTS

The Company’s management has performed subsequent events procedures through March 19, 2020, which is the date the financial statements were available to be issued. No subsequent events required adjustment to the financial statements or disclosures as stated herein.

  F-10  

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the shareholders and the Board of Directors of HYB Holding, Corp. Opinion on the Financial Statements

We have audited the accompanying balance sheets of HYB Holding, Corp. (the "Company") as of June 30, 2019 and 2018 and the related statements of operations, shareholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company's ability to raise additional capital through debt and/or equity financing to fund its operating costs is unknown, which raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

De Leon & Company, P.A.

 

We have served as the Company's auditor since 2019.

Pembroke Pines, Florida September 8, 2019

  F-11  

 

HYB HOLDING CORP.

BALANCE SHEETS

   

    June 30,
2019 		  June 30,
2018
ASSETS        
CURRENT ASSETS                
Cash   $ —       $ —    
Total Assets   $ —       $ —    
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)                
CURRENT LIABILITIES                
Accounts payable - related party   $ 6,017     $ 62  
Accounts payable and accrued expenses     1,000       1,590  
Total Current Liabilities   $ 7,017     $ 1,652  
                 
STOCKHOLDERS' (DEFICIT)                
Common Stock, $0.001 par value, 200,000,000 shares authorized, 9,701,269 issued and outstanding     9,701       9,701  
Additional paid-in capital     0       0  
(Deficit)     (16,718 )     (11,353 )
Total Stockholders' (Deficit)     (7,017 )     (1,652 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)   $ —       $ —    

 

 

 

 

See independent auditors; report and accompanying notes to financial statements.

  F-12  

 

HYB HOLDING CORP.

STATEMENT OF OPERATIONS

    For the year ended June 30,
    2019   2018
Revenues   $ —       $ —    
Total Revenues     —         —    
                 
Operating Expenses:                
General & administrative     5,365       320  
Total Operating Expenses     5,365       320  
                 
Net (Loss)   $ (5,365 )   $ (320 )
                 
(Loss) per common share, basic and diluted   $ (0.00 )   $ (0.00 )
                 
Weighted average shares outstanding, basic and diluted     9,701,269       9,701,269  
                 

 

 

 

 

 

 

 

See independent auditors; report and accompanying notes to financial statements.

  F-13  

 

HYB HOLDING CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)

    Common Stock   Additional Paid-in Capital   Deficit   Total
Balance, June 30, 2017   $ 9,701       0     $ (11,033 )   $ (1,332 )
Net (loss)     —         —         (320 )     (320 )
Balance, June 30, 2018   $ 9,701       0     $ (11,353 )   $ (1,652 )
Net (loss)     —         —         (5,365 )     (5,365 )
Balance, June 30, 2019   $ 9,701       0     $ (16,718 )   $ (7,017 )

 

 

 

 

 

 

 

 

 

 

See independent auditors; report and accompanying notes to financial statements.

 

  F-14  

 

 HYB HOLDING CORP.

STATEMENTS OF CASH FLOWS

    For the year ended June 30,
    2019   2018
Cash flows from operating activities                
Net (loss)   $ (5,365 )   $ (320 )
Adjustment to reconcile net loss to net cash
(used in) operating activities: 		               
Increase (decrease) in accounts payable and accrued expenses     (590 )     320  
Increase in accounts payable - related party     5,955       —    
Net cash (used in) operating activities     —         —    
                 
Net increase in cash     —         —    
Cash, beginning of period     —         —    
Cash, end of period   $ —       $ —    
                 
Supplemental disclosure of cash flow information:                
Cash paid for income taxes   $ —       $ —    
Cash paid for interest   $ —       $ —    
                 

 

 

 

 

 

 

 

See independent auditors; report and accompanying notes to financial statements.

 

  F-15  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2019 AND 2018

 

1.

GENERAL

 

Organization and Business Nature

HYB Holding Corp. (the “Company”) was incorporated in Utah on October 18, 1985. The Company has had no business operations since April 25, 2015, when it spun off its only direct subsidiary, which at that time owned, directly or indirectly, all of the assets through which the Company was carrying on operations. Because it has no operations or assets, the Company is currently a “shell company” as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”) and Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

On July 31, 2017 Robert Brantl purchased 6,465,442 shares of the Company’s common stock from Tian Ling. Following that purchase, Mr. Brantl owned approximately 66% of the voting securities of the Company. The Purchase resulted in a change in control of the Company.

2. ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying financial statements have been prepared using the accrual basis in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2019 and 2018, the Company did not have any cash or cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.

Income Taxes

The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes.  Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.  Deferred tax assets are also recognized for operating losses that are available to offset future taxable income.  A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

  F-16  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2019 AND 2018

2.   ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes (continued)

 

The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, and accounting for interest and payables in the financial statements. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of June 30, 2019 or 2018. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date.

Net Earnings (Loss) Per Share

The Company computes net income (loss) per common share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted income per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding plus the effect of any dilutive shares outstanding during the period.  Potential dilutive shares are not included when the Company has a loss because their inclusion would be antidilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net (loss) per share are presented for basic and diluted per share calculations for the years ended June 30, 2019 and 2018, reflected in the accompanying statements of operations. There were no dilutive shares outstanding during the year ended June 30, 2019 and 2018.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value as follows:

· Level 1 - quoted prices in active markets for identical assets or liabilities.
· Level 2 - inputs other than quoted prices in Level 1 that are observable either directly or indirectly.
  F-17  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2019 AND 2018

 

2.   ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments (continued)

· Level 3 - inputs based on prices or valuation techniques that are both unobservable and significant to the fair value markets.

The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including accrued expenses, approximated its fair value due to the short-term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

3. RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company does not believe the adoption of this ASU will have a material effect on its financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the adoption of this ASU will have a material effect on its financial statements and related disclosures. 

  F-18  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2019 AND 2018

 

3. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

 

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.

In June 2018, the FASB issued ASU 2018-07 – Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which to include share-based payment transactions for acquiring goods and services from non-employees, which nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the goods have been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The definition of the term grant date is amended to generally state the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share based payment award. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. Management does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. 

4. RELATED PARTY TRANSACTIONS

During the year ended June 30, 2019, the Company's majority shareholder and CEO, provided legal services to the Company for which he invoiced $4,781 and advanced $1,201 to pay expenses incurred by the Company.

The Company uses as its executive office, at no expense, office space provided to it by its CEO.

  F-19  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2019 AND 2018

5. INCOME TAXES

 

The provision (benefit) for income taxes consisted of the following for the years ended June 30, 2019 and 2018:

 

             2019   2018
         
Current $ - $ -
Deferred   (5,365)   (320)
Change in valuation allowance   5,365   320
         
Income tax provision (benefit) $ - $ -
             

 

The following table reconciles the effective income tax rates with the statutory rates for the years ended June 30:

 

             2019    2018  
           
U.S. federal statutory rate   21.0 % 21.0 %
Change in valuation allowance        (21.0)   (21.0)  
           
Effective income tax rate   - % - %

 

Deferred tax assets are comprised of the following:

 

    June 30,
2019   2018
         
Net operating loss carryforwards $ 16,702 $ 11.337
Valuation allowance   (16,702)   (11,337)
         
Net deferred tax assets $ - $ -
             

At June 30, 2019, the Company had approximately $16,702 of federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover, if not utilized, will expire beginning in 2027. Through 2036, the amount and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Company’s stock ownership activity through June 30, 2018, a change of ownership was deemed to have occurred in the 2018 fiscal year. This change of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2036.

  F-20  

 

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2019 AND 2018

5. INCOME TAXES (CONTINUED)

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance. The valuation allowance was increased by $5,365 during the year ended June 30, 2019 and by $320 during the year ended June 30, 2018.

The tax years ended June 30, 2019, 2018 and 2017 remain open to examination by the taxing authorities.

6. Going concern

The Company has not generated any revenue, nor any significant operations during the years ended June 30, 2019 and 2018. The Company does not have any assets as of June 30, 2019. As of June 30, 2019, the Company had a working capital deficiency and a stockholders’ deficit of $7,017. The Company continues to incur losses from operations and has incurred a net loss of approximately $5,365 and $320 during the years ended June 30, 2019 and 2018, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s current business plan is to seek an acquisition or merger with a private operating company. However, there can be no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, that the Company will identify any debt or equity financing sources to finance a potential acquisition or merger. If unable to obtain financing, the Company may be unable to complete its business plan, and would, instead, delay all cash intensive activities. The Company will continue to be dependent on funding by its majority stockholder for cash flow, which may not be available. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time necessary funds could be raised.

Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

7.    SUBSEQUENT EVENTS

The Company’s management has performed subsequent events procedures through September 8, 2019, which is the date the financial statements were available to be issued. No subsequent events required adjustment to the financial statements or disclosures as stated herein.

 

 

 

  F-21  

 

RESTATED ARTICLES OF INCORPORATION

OF

BRITTANY DEVELOPMENT, INC.

 

 

Brittany Development, Inc., a Utah corporation, (the "Company") restates it Articles of Incorporation pursuant to the provisions of Section 16-10a-1007 of the Utah Code and such Restatement was approved by Shareholder Action without a meeting on June 23, 2004, upon which date sufficient shares were present and voting to adopt the Restated Articles of Incorporation. On that date there were 30,656,875 shares issued and outstanding. A resolution providing for the recapitalization in the form of a revere split on the basis of one hundred shares into one share was approved by sufficient shares of the common stock issued and outstanding by shareholder action without a meeting on June 23, 2004.

 

ARTICLE I - CORPORATE NAME

 

The name of the Corporation is IRON STAR DEVELOPMENT, INC.

 

ARTICLE II - DURATION

 

The duration of the Corporation is perpetual.

 

ARTICLE III - GENERAL PURPOSES

 

The purposes for which this Corporation is organized are (1) to engage in marketing, distributing, and selling products and services of any nature, (2) to provide products and services for distribution, marketing or for sale by others, (3) to provide for training, guidance, and education of others, (4) to purchase, own, lease, manage, sell, operate, lease, invest in, develop and produce any and all real property, personal property, mineral, oil and gas property and all matters related or ancillary thereto, (5) to develop, research, produce, distribute, market, or license products, equipment, or services and all matters related or ancillary thereto, (6) to design, develop and manufacture products, and (7) to do all things and engage in all lawful transactions which a Corporation organized under the laws of the State of Utah might do or engage in even though not expressly stated herein.

 

ARTICLE IV - AUTHORIZED SHARES

 

The aggregate number of shares the Corporation shall have authority to issue is FORTY MILLION (40,000,000) shares, par value of $0.001 per share. All stock of the Corporation shall be common and of the same class with the same rights and preferences. Any stock of the Corporation which is fully paid shall not be subject to further call or assessment for any purpose.

 

ARTICLE V - REGISTERED OFFICE AND AGENT

 

The address of the Corporation's registration office is 175 South Main Street, No. 1212, Salt Lake City, Utah 84111. The name of its registered agent at such address is Wallace T. Boyack.

 

Acceptance as Registered Agent: /s/ Wallace T. Boyack

 

 

 

  1  

 

ARTICLE VI - ABOLISHMENT OF PRE-EMPTIVE RIGHTS

 

The authorized and treasury stock of this Corporation may be issued at such time, upon such terms and conditions and for such consideration as voted upon by the unanimous approval of the issued and outstanding shares of common stock of the Corporation. Any and all shareholders have no pre-emptive rights to acquire unissued shares of the stock of this Corporation.

 

ARTICLE VII - DIRECTORS

 

The number of directors constituting the Board of Directors of the Corporation shall be at least three and no more than nine and the names and addresses of the persons who are serving as Directors until their successors are elected and shall qualify, are:

 

Wallace T. Boyack

175 South Main Street, #1212

Salt Lake City, Utah

 

Thomas L. Harkness

40 South 600 East

Salt Lake City, Utah

 

Jacki Bartholomew

175 South Main Street, # 1212

Salt Lake City, Utah

 

The number of Directors of the Corporation shall be established by resolution of the Board of Directors.

 

ARTICLE VIII - OFFICERS AND DIRECTORS CONTRACTS

 

No contract or other transaction between this Corporation and any other corporation or other business entity shall be affected because a Director or Officer of this Corporation is interested in or is a Director or Officer of such other corporation; and any Director or Officer, individually or jointly, may be a party to or may be interested in any Corporation or transaction of this Corporation or in which this Corporation is interested; and no contract or other transaction of this Corporation with any person, firm or corporation shall be affected because any Director or Officer of the Corporation is a party to or is interested in such contract, act or transaction or any way connected with such person, firm or corporation, and any person who may become a Director or Officer of this Corporation is hereby relieved from liability that might otherwise exist from contracting with the Corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested, provided said Director or Officer acts in good faith.

 

ARTICLE IX - EXEMPTION FROM CORPORATE DEBTS

 

The private property of the shareholders shall not be subject to the payment of any Corporate debts to any extent whatsoever.

 

ARTICLE X - CLASSES OF COMMON STOCK

 

There shall be only one (1) class of common stock.

 

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ARTICLE XI - INDEMNIFICATION

 

The Corporation shall indemnify each and every officer and director as determined to the fullest extent possible in accordance with applicable state law. The Directors shall authorize the payment of the defense of any officer and director for matters relating to the activities of officers and directors for all matters relating to the Corporation. The officer and director shall have the power to select his or their attorney and make decisions regarding the defense of any matter, but payment of all legal fees and other costs shall be paid by the Corporation.

 

Dated this 9th day of July, 2004.

 

BRITTANY DEVELOPMENT, INC.,

 

By /s/ Wallace T. Boyack

President

 

By /s/ Thomas L. Harkness

Secretary

 

  3  

 

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

IRON STAR DEVELOPMENT, INC.

 

The Articles of Incorporation of Iron Star Development, Inc., a Utah corporation (the "Corporation") are hereby amended pursuant to the Section 16-10a-1066 of the Utah Code as follows:

 

1. The name of the Corporation is Iron Star Development, Inc.

 

2. The Articles of Incorporation of the Corporation are hereby amended by deleting ARTICLE I and substituting the following in lieu thereof:

 

ARTICLE I - CORPORATE NAME

The name of the Corporation is Xinyinhai Technology, Ltd.

 

3. The foregoing amendment was adopted on August 16, 2006 by shareholder action without a meeting. On that date, there were 18,307,899 shares of the Corporation's common stock issued and outstanding and entitled to vote on the amendment. Holders of outstanding shares of common stock having 9,524,000 votes signed the written consent of shareholders approving adoption of the amendment. Accordingly, the amendment was approved by sufficient vote of shares of the common stock issued and outstanding by shareholder action without a meeting, and such approval was effective on August 16, 2006.

 

4. These Articles of Amendment shall be effective on October 10, 2006.

 

 

Dated the 16th day of August, 2006.

 

IRON STAR DEVELOPMENT, INC.

 

 

/s/ Tian Ling

Tian Ling, Chief Executive Officer

 

  1  

 

State of Utah

DEPARTMENT OF COMMERCE

Division of Corporations & Commercial Code

Articles of Amendment to Articles of Incorporation (Profit)

 

Entity Number: 913097-0142

 

Non-Refundable Processing Fee: $37.00

Pursuant to UCA §16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:

1. The name of the corporation is: Xinyinhai Technology, Ltd.
2. The date the following amendment was adopted: July 3, 2019.
3. If changing the corporation name, the new name of the corporation is:

HYB Holding Corp.

4. The text of each amendment adopted (include attachment if additional space needed):

 

The Articles of Incorporation of the Corporation are hereby amended by deleting ARTICLE I AND ARTICLE IV and substituting the following in lieu thereof:

 

(See attachment)

 

5. If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

 

 

6. Indicate the manner in which the amendment(s) was adopted (mark only one):

□ Adopted by Incorporators or Board of Directors - Shareholder action not required.

x Adopted by Shareholders - Number of votes cast for amendment was sufficient for approval.

7. Delayed effective date (if not to be effective upon filing) (MM-DD-YYYY not to exceed 90 days)

Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

By: /s/ Robert Brantl

Title: President

Date: 07/03/2019

Under GRAMA {63-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity.

   

 

Entity Number: 913097-0142

 

Corporation: Xinyinhai Technology, Ltd.

 

ATTACHMENT TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION (PROFIT)

Item 4 of the Articles of Incorporation to Articles of Incorporation (Profit) is completed as follows:

 

ARTICLE I- CORPORATE NAME

 

The name of the Corporation is HYB Holding Corp.

 

ARTICLE IV - AUTHORIZED SHARES

 

The aggregate number of shares the Corporation shall have authority to issue is TWO HUNDRED MILLION (200,000,000) shares, par value of $0.001 per share. All stock of the Corporation shall be common and of the same class with the same rights and preferences. Any stock of the Corporation which is fully paid shall not be subject to further call or assessment for any purpose.

 

* * * * *

 

   

 

BYLAWS

 

of

 

HYB HOLDING CORP.

 

ARTICLE I: OFFICE

 

Section 1.1 Office. The Corporation shall maintain such offices, within or without the State of Utah, as the Board of Directors may designate. The Board of Directors has the power to change the location of the principal office.

 

ARTICLE II: SHAREHOLDERS’ MEETING

 

Section 2.1 Annual Meetings. The annual meeting of the shareholders of the Corporation shall be held at such place within or without the State of Utah as shall be set forth in compliance with these Bylaws. The meeting shall be held on the 4th Wednesday in April of each year at 3:00 P.M. If such day is a legal holiday, the meeting shall be on the next business day. This meeting shall be for the election of directors and for the transaction of such other business as may properly come before it.

 

Section 2.2 Special Meetings. Special meetings of shareholders, other than those regulated by statute, may be called at any time by the President, or a majority of the directors, and must be called by the President upon written request of the holders of not less than ten percent (10%) of the issued and outstanding shares entitled to vote at such special meeting. Written notice of the special meeting stating place, date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given. Notice shall be given to each shareholder of record in the same manner as notice of the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any such special meeting.

 

Section 2.3 Notice of Shareholders’ Meetings. The Secretary shall give written notice stating place, date and hour of the meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, which notice shall be delivered not less than ten (10) nor more than seventy (70) days before the day of the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholders at his address as it appears on the books of the Corporation, with postage thereon prepaid.

 

Section 2.4 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Utah, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate the place, either within or without the State of Utah, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

 

  1  

 

Section 2.5 Record Date. The Board of Directors may fix a date not less than ten (10) nor more than seventy (70) days prior to any meeting as the record date for the purpose of determining shareholders entitled to notice of and to vote at such meetings of the shareholders. The transfer books may be closed by the Board of Directors for a stated period not to exceed seventy (70) days for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose.

 

Section 2.6 Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. . At a meeting resumed after any such adjournment at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Once a quorum is established, shareholders present at a duly organized meeting may continue to transact business until adjournment, even if shareholders withdraw their shares in such number that less than a quorum remain.

 

Section 2.7 Voting. A holder of an outstanding share entitled to vote may vote at a meeting in person or by proxy. Except as may otherwise be provided in the Articles of Incorporation, every shareholder shall be entitled to one (1) vote for each voting share standing in his name on the record of shareholders. Except as herein or in the Articles of Incorporation otherwise provided, all corporate action shall be determined by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

 

Section 2.8 Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

 

Section 2.9 Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of shares having not less than the minimum number of votes that would be necessary to authorize the action at a meeting of shareholders. If the written consents of all shareholders entitled to vote are not obtained, the Corporation shall give written notice, compliant with Subsection 16-10a-704(3)(c), of shareholder approval of an action without a meeting:

  2  

 

 

(i) not more than 10 days after the later of the day on which:

(A) the written consents sufficient to take the action are delivered to the Corporation; or

(B) the tabulation of the written consents is completed in accordance with Subsection (1) of Section 16-10a-704 of the Utah Revised Business Corporation Act; and

(ii) to a shareholder who:

(A) would be entitled to notice of a meeting at which the action could be taken;

(B) would be entitled to vote if the action were taken at a meeting; and

(C) did not consent in writing to the action.

 

ARTICLE III: BOARD OF DIRECTORS

 

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have power to make, modify, amend, or repeal the Bylaws of the Corporation. The Board of Directors may adopt rules, regulations and policies for the conduct of their meetings and the management of the Corporation as they deem proper. The Board of Directors must approve by resolution any borrowing obligation or any encumbrance on the assets of the Corporation in excess of five thousand dollars ($5,000.00).

 

Section 3.2 Number, Tenure and Qualifications . The number of directors for the initial Board of Directors of the Corporation shall be two (2). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Utah or shareholders of the Corporation. The number of directors may be changed by a resolution adopted by the Board of Directors. If the number of directors is increased, the additional directorships may be filed in the same manner as a vacancy on the Board of Directors is filed.

 

Section 3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than by this By-law, immediately following after and at the same place as the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than this resolution.

 

Section 3.4 Special Meetings. Special meetings of the Board of Directors may be called by order of the Chairman of the Board, the President, or by one-third (1/3) of the Directors. The Secretary shall give notice of the time, place, and purpose or purposes of each special meeting by mailing the same at least two (2) days before the meeting or by telephoning or telegraphing the same at least one (1) day before the meeting to each Director.

  3  

 

Section 3.5 Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, and adjourned, without further notice. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted.

 

Section 3.6 Manner of Acting. At all meeting of the Board of Directors, each Director shall have one (1) vote. The act of a majority present at a meeting shall be the act of the Board of Directors, provided a quorum is present. Any action required to be taken or which may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the Directors. At any meeting, at which every Director shall be present, even though without notice, any business may be transacted. The Directors may conduct a meeting by means of a conference telephone or any similar communications equipment by which all persons participating in the meeting can hear one another and such participation shall constitute presence at a meeting.

 

Section 3.7 Vacancies. A vacancy in the Board of Directors shall be deemed to exist in case of death, resignation or removal of any Directors, or if the authorized number of Directors be increased, or if the shareholders fail at any meeting of shareholders at which any Director is to be elected, to elect the full authorized number to be elected at that meeting.

 

Section 3.8 Removals. Directors may be removed at any time, by a vote of the shareholders holding a majority of the shares issued and outstanding and entitled to vote. Such vacancy shall be filled by the Directors then in office, though less than a quorum, to hold until the next annual meeting until his successor is duly elected and qualified, except that any directorship to be filled by reason of removal by the shareholders may be filled by election, by the shareholders, at the meeting at which the Director is removed. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

 

Section 3.9 Resignations. A Director may resign at any time by delivering written notification thereof to the President or Secretary of the Corporation. Any resignation shall become effective upon its acceptance by the Board of Directors; provided, however, that if the Board of Directors has not acted thereon within ten (10) days from the date of its delivery, the resignation shall upon the tenth (10th) day be deemed accepted.

 

  4  

 

Section 3.10 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

 

Section 3.11 Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

 

Section 3.12 Emergency Power. When, due to a national disaster or death, a majority of the Directors are incapacitated or otherwise unable to attend meetings and function as Directors, the remaining members of the Board of Directors shall have all the powers necessary to function as a complete Board and, for the purpose of doing business and filling vacancies, shall constitute a quorum until such times as all Directors can attend or vacancies can be filled pursuant to these Bylaws.

 

Section 3.13 Chairman. The Board of Directors may elect from its own number a chairman of the Board, who shall preside at all meetings of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

 

Section 3.14 Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV: OFFICERS

 

Section 4.1 Number. The officers of the Corporation shall be a President, one (1) or more Vice-Presidents, a Secretary, and a Treasurer, each of whom shall be elected by a majority of the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Officers may or may not be Directors or shareholders of the Corporation.

 

Section 4.2 Election and Term of Office. The officers of the Corporation are to be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

  5  

 

Section 4.3 Resignations. Any officer may resign at any time by delivering a written resignation either to the President or to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

 

Section 4.4 Removal . Any officer or agent may be removed by the Board of Directors whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights. Any such removal shall require a majority vote of the Board of Directors, exclusive of the officer in question if he is also a Director.

 

Section 4.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or if a new office shall be created, may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 4.6 President. . The President shall be the chief executive and administrative officer of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at meetings of the Board of Directors. He shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business, and affairs of the Corporation and over its several officers. He may appoint officers, agents, or employees other than those appointed by the Board of Directors. He may sign, execute and deliver in the name of the Corporation powers of attorney, contracts, bonds, and other obligations and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

 

Section 4.7 Vice-President. The Vice-President shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Vice—President designated by the Board or the President shall perform the duties and exercise the powers of the President. In the event there is more than one (1) Vice-President and the Board of Directors has not designated which Vice-President is to act as President, then the Vice-President who was elected first shall act as President. A Vice-President may sign and execute contracts and other obligations pertaining to the regular course of his duties.

 

  6  

 

Section 4.8 Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors and to the extent ordered by the Board of Directors or the President, the minutes of meetings of all committees. He shall cause notice to be given of meetings of shareholders, of the Board of Directors, and of any committee appointed by the Board. He shall have custody of the corporate seal and general charge of the records, documents, and papers of the Corporation not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any Director. He may sign or execute contracts with the President or a Vice-President thereunto authorized in the name of the Company and affix the seal of the Corporation thereto. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws. He shall be sworn to the faithful discharge of his duties. Assistant Secretaries shall assist the Secretary and shall keep and record such minutes of meetings as shall be directed by the Board of Directors.

 

Section 4.9 Treasurer. The Treasurer shall have general custody of the collection and disbursements of funds of the Corporation. He shall endorse on behalf of the Corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as the Board of Directors may designate. He may sign, with the President, or such persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the Corporation. He shall enter or cause to be entered regularly in the books of the Corporation full and accurate accounts of all monies received and paid by him on account of the Corporation; shall at all reasonable times exhibit his books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and, whenever required by the Board of Directors or the President, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

 

Section 4.10 General Manager. The Board of Directors may employ and appoint a General Manager who may, or may not, be one of the officers or Directors of the Corporation. If employed by the Board of Directors he shall be the chief operating officer of the Corporation and, subject to the directions of the Board of Directors, shall have general charge of the business operations of the Corporation and general supervision over its employees and agents. He shall have the exclusive management of the business of the Corporation and of all of its dealings, but at all times subject of the control of the Board of Directors. Subject to the approval of the Board of Directors or the executive committee, he shall employ all employees of the Corporation, or delegate such employment to subordinate officers, or such division officers, or such division chiefs, and shall have authority to discharge any person so employed. He shall make a report to the President and directors quarterly, or more often if required to do so, setting forth the results of the operations under his charge, together with suggestions looking to the improvement and betterment of the condition of the Corporation, and to perform such other duties as the Board of Directors shall require.

 

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Section 4.11 Other Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

 

Section 4.12 Salaries. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a Director of the Corporation.

 

Section 4.13 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sums and with surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, monies or securities of the Corporation which may come into his hands.

  

ARTICLE V: COMMITTEES

 

Section 5.1 Executive Committee. The Board of Directors may appoint from among its members an Executive Committee of not less than two (2) nor more than nine(9) members, one (1) of whom shall be the President, and shall designate one (1) ore more of its members as alternatives to serve as a member or members. The Board of Directors reserves to itself alone the power to declare dividends, issue stock, recommend to shareholders any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge any committee either with or without cause at any time. Subject to the foregoing limitations, the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings.

 

Section 5.2 Other Committees. The Board of Directors may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than two (2) Directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex officio of each committee appointed by the Board of Directors. A majority of the members of any committee may fix its rules of procedure.

 

ARTICLE VI: CONTRACTS, LOANS, CHECKS AMD DEPOSITS

 

Section 6.1 Contracts. The Board of Directors may authorize any officer. or officers, agents or agent, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

 

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Section 6.2 Loans. No loan or advances shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance, indebtedness or liability of the Corporation unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances..

 

Section 6.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by any officer or agent authorized to do so by the Board of Directors.

 

Section 6.4 Checks and Drafts. All notes, drafts, acceptances, checks, endorsements and evidence of indebtedness of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors may from time to time determine.

 

Section 6.5 Bonds and Debentures. Every bond or debenture issued by the Corporation shall be evidenced by an appropriate instrument which shall be signed by the President or a Vice-President and by the Treasurer or by the Secretary, and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the Corporation or other Trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation’s officers named thereon may be facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may nevertheless be adopted by the Corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

 

ARTICLE VII: CAPITAL STOCK

 

Section 7.1 Certificate of Share. The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the President or the Vice-President, and by the Secretary, or an Assistant Secretary, and sealed with the seal of the Corporation or a facsimile. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or one of its employees. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

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Section 7.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

 

Section 7.3 Transfer Agent and Registrar. The Board of Directors shall have power to appoint one or more transfer agents and registrars for the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such transfer agents and registrars.

 

Section. 7.4 Lost or Destroyed Certificates. The Corporation may issue a new certificate to replace any certificate theretofore issued by it alleged to have been lost or destroyed. The board of Directors may require the owner of such a certificate or his legal representatives to give the Corporation a bond in such sum and with such sureties as the Board of Directors may direct to indemnify the Corporation and its transfer agents and registrars, if any, against claims that may be made on account of the issuance of such new certificates. A new certificate may be issued without requiring any bond.

 

Section 7.5 Consideration for Shares.. The capital stock of the Corporation shall be issued for such consideration, but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. In the absence of fraud, the determination of the Board of Directors as to the value of any property or services received in full or partial payment of shares shall be conclusive.

 

Section 7.6 Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact, and shall not be bound or obligated to recognize any equitable or other claim to or on behalf of the Corporation, any and all the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of the Corporation in connection with the exercise by the Corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

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ARTICLE VIII: INDEMNIFICATION

 

Section 8.l Indemnification of Directors and Officers. The Company shall indemnify and hold harmless to the fullest extent permitted by applicable law, as it presently exist or may hereafter be amended whichever provides the broadest and more meaningful coverage, any director, officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a by any reason of the fact that he or she, or a person for who he or she is the legal representative, is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or non-profit entity including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. No officer or director shall be personally liable for any obligations arising out of any acts or conduct of said officer or director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and his heirs and administrators who shall serve at any time hereafter as a director or officer of the Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of his having heretofore or hereafter been a director or officer of the Corporation, or by reason of any action alleged to have been heretofore or hereafter taken or omitted to have been taken by him as such director or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability; including power to defend such person from all suits as provided for under the provisions of the Utah Revised Business Corporation Act. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Corporation, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing so to do in reliance upon the advice of counsel.

 

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Section 8.2 Other Indemnification. The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. The rights conferred under this Article 8 shall not be exclusive of any other right which such person may have or hereafter acquire under any agreement statute, provision of the certificate of incorporations, vote of stockholders, these bylaws, or disinterested directors or otherwise.

 

Section 8.3 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this Article VIII or of Section 16-lOa-902 et seq. of the Utah Revised Business Corporation Act.

 

Section 8.4 Settlement by Corporation. The right of any person to be indemnified shall be subject always to the right of the Corporation by its Board of Directors, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the Corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.

 

Section 8.5 Prepayment of Expenses . The Company shall 1 pay the expenses incurred by any officer or director of the Company, and may pay the expenses incurred by any employee or agent of the Company, in defending any Proceeding prior to any final disposition; provided however, that the payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of any undertaking by an undertaking by the person to repay all amounts advanced if it should by finally determined that the person is not entitled to be indemnified under this Article 8 or otherwise. If a claim for indemnification of payment of expenses under this Article 8 is not paid in full within sixty days after a written claim therefor has been received by the Company the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

 

Section 8.6 Person may direct defense.. Any person who is involved in a Proceeding shall have the right to participate in and direct the defense or response to such Proceeding including, but not limited to, the selection of legal counsel or other professionals.

 

 

 

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ARTICLE IX: WAIVER OF NOTICE

 

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Utah Revised Business Corporation Act, a waiver thereof in writing signed. by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver of notice of such meetings, except where attendance is for the express purpose of objecting to the legality of that meeting.

 

ARTICLE X: AMENDMENTS

 

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of the Board of Directors at any time and manner and to the fullest extent allowed by applicable law.

 

ARTICLE XI: FISCAL YEAR

 

The fiscal year of the Corporation shall be fixed and may be varied by resolution of the Board of Directors.

 

ARTICLE XII: DIVIDENDS

 

The Board of Directors may at any regular or special meeting, as they deem advisable, declare dividends payable out of the surplus of the Corporation.

 

ARTICLE XIII: CORPORATE SEAL

 

The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year of incorporation.

 

ARTICLE XIV: RIGHTS AND POWERS

 

The Corporation, Board, Officers, and Shareholders shall have the rights and powers provided for in law whether or not specifically provided for in the Bylaws.

 

ARTICLE XV: CONTROL SHARES ACQUISITION ACT NOT APPLICABLE

 

Pursuant to the provisions of Section 61-6-6 of the Utah Code the provisions of the Control Share Acquisitions Act (Utah Code 61-6-1 et seq.) Shall not apply to control share acquisitions of the shares of common stock of other stock of the Corporation as the term “control share acquisitions” is defined in the statute.

 

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