ITEM 5.06        CHANGE IN SHELL CORPORATION STATUS

On November 16, 2020, the Corporation acquired Medi-Scan in a reverse acquisition transaction. Prior to the Share Exchange, the Corporation was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, the Corporation is no longer a shell company. Accordingly, we are including in this Report the following information, which is the information that would be included in a Form 10 if we were to file a Form 10 with the SEC.

DESCRIPTION OF BUSINESS

Medi-Scan, LLC (subsequently converted to Medi-Scan, Inc.) was organized in September 2018 to develop medical imaging technology contributed to Medi-Scan by Richard Parker, who became Medi-Scan's Chief Research Officer. (See: "Management"). In December 2018, Medi-Scan and Mr. Parker signed a Technology Assignment Agreement, pursuant to which Mr. Parker assigned to Medi-Scan the entire ownership interest in the intellectual property owned by Mr. Parker relating to medical imaging (the "Parker IP"). In exchange for the Parker IP, the organizers of Medi-Scan agreed to issue to Mr. Parker a 25% equity interest in Medi-Scan.

Since December 2018 Medi-Scan has been engaged exclusively in developing software based on the Parker IP. In September 2020, Medi-Scan (identifying Richard Parker as Inventor and Applicant) filed a provisional patent application with the U.S. Patent and Trademark Office (Application No. 63/198.041) for a System Method, Apparatus, and Computer Program Product for Ultrasonic Clinical Decision Support. We currently have under consideration eight other patent applications based on the Parker IP and our subsequent research, some or all of which we may file as resources permit:

What we have developed is a novel medical imaging technology APP, which features interpretation based on observation (something that can be seen) rather than inference (an educated guess). Our software applies this analysis to classic B-mode ultrasound, but converts the gray scale images into digital images, identifying water-filled hypoechoic structures (tissue in the body that is more dense than usual), thus permitting an objective evaluation of tissue integrity. Hypoechoic structures are typically found in tissue linings, are readily identified by our APP technology, and yield images in our APP of fine lines with all background speckle noise removed. Once we have seen the structure of the underlying tissue in this way, we can apply observational metrics to give numerical evaluations instead of subjective guesses.

We have adapted the Parker IP into an APP, so that the user requires only a cell phone to accept images into the APP from a conventional ultrasound machine. Those images are then loaded into our Cloud processor, manipulated on the cell phone display, and within three to five minutes a final processed report is returned to the cell phone (or email). Our APP's report then permits the doctor to see into what is a blur on a conventional ultrasound report by resolving water-filled boundary layers to indicate firm outlines. That identification enables structural evaluation and, in particular, identifies injuries expressed as broken tissue component.

Our APP permits the user to publish reports that express tissue health, tissue dimensions and comparative analysis. Among the faculties are:

By means of a cell phone (Apple or Android) and a portable ultrasound device, the Medi-Scan technology has the potential to offer high definition medical imaging in situ, potentially altering the efficiency and effectiveness of sports medicine and ER services everywhere.

COVID-19 Applications

Our current development plan contemplates that we will initiate human testing under an EUA (Emergency Use Authorization) from the FDA relating to the COVID-19 pandemic. We have filed two EUA applications, one for use of our system to image the heart, one to image the lungs. If granted, the EUA would enable us to accelerate human testing of our technology for the duration of the pandemic.

Our cloud-based application is peculiarly useful within the COVID-19 context, as it provides 3D high-definition ultrasound images that enable the physician to discern the presence of COVID-19 lung lesions within a cloudy ultrasound image. Using a portable ultrasound device coupled to our APP reduces the pressure on hospitals to transport patients to land-locked CT/MRI devices for scans, with the resulting risk of transient infection. By bridging the gap in imaging, the Medi-Scan APP system helps triage COVID-19 patients at the ER.

Our template-guided system also facilitates ongoing monitoring of the COVID-19 patient by capturing the current region of interest, computing the relative brightness and fiber count (density) of the lesion, and comparing the results against prior scans, thus alerting medical personnel to changes within a chart.

The ER staff at a major New York teaching hospital, located in one of the hot spots in the early onslaught of COVID-19, tested a combination of our ultrasound APP with a portable ultrasound probe in their process for COVID-19 care, and provided us with favorable, albeit anecdotal results. They reported that the displays appeared to be capable of quantifying lung lesions as to density and enabling day-to-day comparisons. Their assessment of the direction we are taking development was that the tool we are focused on would make the life of medical personnel easier.

Competition

The direct competition for our system will come from manufacturers of ultrasound scanning machines. The leading competitors in volume are Phillips, Siemens and Toshiba, but there are at least fourteen other significant competitors. The focus of most competitors is on high-priced machines for institutions. We intend our system to be mobile and inexpensive.

Employees

HYB Holding currently has no employees. There are currently two individuals who devote substantially all of their business time to Medi-Scan: our COO and our CRO. They are assisted by seven hourly employees, all of whom work for Medi-Scan on a part time basis.

Property

HYB's executive offices are located at 90 Broad Street, 16th Floor, New York, New York. The offices are provided by our CEO free-of-charge.

RISK FACTORS

Investing in our common stock involves risk. You should carefully consider the risks described below together with all of the other information contained in this Report, including the financial statements and the related notes, before deciding whether to purchase any shares of our common stock. If any of the following risks is realized, our business, financial condition or operating results could materially suffer. In that event, the trading price of our common stock could decline and you may lose all or part of your investment.

Our business plan will fail unless we are able to secure substantial additional capital contributions.

In its report on the Medi-Scan financial statements for the year ended December 31, 2019, Medi-Scan's independent registered public accounting firm stated that Medi-Scan's financial condition raises substantial doubt as to its ability to continue as a going concern. The risk of investing in a company whose financial statements carry a going concern opinion is that you are likely to lose all of your investment if the company fails to continue as a going concern. In the case of HYB Holding Corp., completion of the development of our imaging system and securing government approval of its use in the U.S and the European Union will require an investment of several million dollars. We currently have only modest cash resources, and no one has committed to provide us additional capital. If we are not able to convert our business into a going concern, investors in the Company will lose their investment.

We have no full time employees.

There are currently two individuals who devote most of their business time to Medi-Scan. They are assisted by seven hourly part-time employees. This situation enables us to adjust to increases and decreases in our cash resources. It is, however, not a satisfactory situation for sound administration. The lack of a full-time management staff impedes the development of long-term goals and the consistent implementation of such goals as we have. The lack of a dedicated research staff likewise impedes the development of a long-term research strategy and its implementation. We intend to expand our staff and engage more full-time personnel when we have the cash resources needed. In the meantime, there is a risk that our lack of a complete management team will delay or imperil the implementation of our business plan.

Our business plan will not be effective unless we develop and effective marketing network.

We have not yet commenced the development of the marketing network that will deliver our imaging system to the medical community. An important part of our sales process will include the education of physicians on the safe and effective use of our products. There is a learning process for physicians to become proficient in the use of our products and it typically takes several procedures for a physician to become comfortable using the product. If a physician experiences difficulties during an initial procedure or otherwise, that physician may be less likely to continue to use our product, or to recommend it to other physicians. It is critical to the success of our commercialization efforts that our marketing agents educate physicians on the proper use of the system, and provide them with adequate product support during clinical procedures. If, therefore, we do not organize a skilled marketing network, our product launch will fail.

The success of our imaging system in securing a substantial market will depend in part on our ability to maintain its compatibility with software systems used in the more popular portable ultrasound devices.

Our imaging system will be designed to work in congress with generally available portable ultrasound devices. It will be crucial, therefore, that the software in our system be compatible with the software in most of those devices to enable it to efficiently interface with the ultrasound devices in use throughout the medical industry. If we fail to keep abreast of impending changes in prevailing software systems, we could find it difficult to market our APP.

Government regulation of our use of individually identifiable data may increase our costs and interfere with the efficient use of our imaging system.

Both state and federal regulations apply to our use of customer information in general, and particularly to our access to patient medical information. Our efforts to comply with such regulations will entail development or purchase of costly software systems, which will reduce funds available for product development. Additionally, the success of our operations depends upon the secure transmission of confidential information over public networks. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our patient information. If any such compromise of our security or the security of information residing in our systems were to occur, it could have a material adverse effect on our reputation, operating results and financial condition.

Political, economic and regulatory influences are subjecting the healthcare industry to potential fundamental changes that could substantially affect our results of operations.

Government and private sector initiatives to limit the growth of healthcare costs, including price regulation, competitive pricing, coverage and payment policies, comparative effectiveness of therapies, technology assessments and alternative payment models, are continuing. These changes are causing the marketplace to put increased emphasis on the delivery of more cost-effective treatments. Certain provisions of the legislation will not be effective for a number of years and it is unclear what the full impact of the legislation will be. Provisions of this legislation, including Medicare provisions aimed at improving quality and decreasing costs, comparative effectiveness research, an independent payment advisory board, and pilot programs to evaluate alternative payment methodologies, could meaningfully change the way healthcare is developed and delivered, and may adversely affect our business and results of operations. Further, we cannot predict what healthcare programs and regulations will be ultimately implemented at the federal or state level, or the effect of any future legislation or regulation in the U.S. or internationally. However, any changes that lower reimbursements for our services, reduce medical procedure volumes or increase cost containment pressures on us or other participants in the healthcare industry could adversely affect our business and results of operations.

The manufacture, distribution, marketing and use of our products are subject to extensive regulation and increased scrutiny by the Food and Drug Administration (FDA).

Any new medical device must undergo lengthy and rigorous testing and other extensive, costly and time-consuming procedures mandated by FDA and foreign regulatory authorities. Changes to current products may be subject to vigorous review, including additional 510(k) and other regulatory submissions, and approvals are not certain. Our facilities must be approved and licensed prior to production and remain subject to inspection from time to time thereafter. Failure to comply with the requirements of FDA or other regulatory authorities, including a failed inspection or a failure in our adverse event reporting system, could result in adverse inspection reports, warning letters, product recalls or seizures, monetary sanctions, injunctions to halt the manufacture and distribution of products, civil or criminal sanctions, refusal of a government to grant approvals or licenses, restrictions on operations or withdrawal of existing approvals and licenses. Any of these actions could cause a loss of customer confidence in us and our products, which could adversely affect our sales and results of operations.

Federal and State Laws Pertaining to Healthcare Fraud and Abuse Could Adversely Affect Our Business.

We are subject to various federal and state laws targeting fraud and abuse in the healthcare industry, including anti-kickback laws, false claims laws, laws constraining the sales, marketing and other promotional activities of manufacturers of medical devices by limiting the kinds of financial arrangements we may enter into with physicians, hospitals, laboratories and other potential purchasers of medical devices, laws requiring the reporting of certain transactions between us and healthcare professionals and HIPAA, as amended by HITECH, which governs the conduct of certain electronic healthcare transactions and protects security and privacy of protected health information. Violations of these laws are punishable by criminal or civil sanctions, including substantial fines, imprisonment and exclusion from participation in government healthcare programs such as Medicare and Medicaid. Many of the existing requirements are new and have not been definitively interpreted by state authorities or courts, and available guidance is limited. Unless and until we are in full compliance with these laws, we could face enforcement action and fines and other penalties, and could receive adverse publicity, all of which could materially harm our business. In addition, changes in or evolving interpretations of these laws, regulations, or administrative or judicial interpretations, may require us to change our business practices or subject our business practices to legal challenges, which could have a material adverse effect on our business, financial condition and results of operations.

The design, manufacture and marketing of our imaging system will entail an inherent risk of product liability claims.

Manufacturing and marketing of our imaging system may expose us to product liability and other tort claims. Although we intend to secure liability insurance, the coverage limits of our insurance policies may not be adequate and one or more successful claims brought against us may have a material adverse effect on our business and results of operations. A failure by our imaging system to properly disclose information in the manner we warrant could result from component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information. Any resulting product liability claims may be brought by individuals or by groups seeking to represent a class. The outcome of litigation, particularly class action lawsuits, is difficult to assess or quantify. Additionally, product liability claims could negatively affect our reputation, continued product sales, and our ability to obtain and maintain regulatory approval for our products.

We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs.

To protect our rights in our services and technology, we will rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. We will also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened.

Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our services, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Medi-Scan was originally organized as a Florida limited liability company named "Medi-Scan, LLC". In August 2020, in accordance with applicable provisions of Florida law, Medi-Scan LLC formally converted into a Florida profit corporation named "Medi-Scan, Inc." The financial statements filed with this Report cover a period prior to the conversion, and so are the financial statements of Medi-Scan, LLC. An adjustment to the equity statement will be made during the quarter ended September 30, 2020 to reflect the effect of the conversion on members'/shareholders equity.

Results of Operations

Medi-Scan is in its pre-revenue period, and will remain so until it obtains approval to market its medical device from with the U.S. FDA or the comparable agency of the European Union.

Since our only activities are research and development, our expenses are primarily salaries and consulting and service fees. Until May 2020 we paid $1,447 per month to a member of our Board to rent space in his law firm's offices; we now obtain use of office space free-of-charge. In addition, we incur $3,241 per month in amortization costs, as we are amortizing over a three year period the intangible assets that Richard Parker contributed to Medi-Scan. The other expenses on our Statements of Operations are almost entirely salary and service fees.

During the six months ended June 30, 2020 we incurred $97,312 and during the year ended December 31, 2019 we incurred $319,541 in research and development expense, including both our obligation to Richard Parker for his continuing services as well as the fees payable to the several technicians who work under him. Similarly the greater portion of our general and administrative expenses and administrative expenses - related party consists in compensation for services, primarily legal and bookkeeping services. Since during this period, Mr. Parker was the only individual receiving compensation for full-time services, we have been able to accommodate our personnel expenses to our cash resources with some facility.

We will continue to incur losses, up to the amount of our cash resources, until we begin to generate revenues at a level adequate to sustain our operations without cash infusion.

Liquidity and Capital Resources

As of June 30, 2020 Medi-Scan had only $191 in cash, and had accounts payable totaling $2,056, for a working capital deficit of $1,865. In August and September Medi-Scan sold four 7% Exchangeable Notes for total proceeds of $375,000, and so was again able to fund its operations. Nevertheless, it is obvious that HYB Holding will have to obtain substantial capital infusions in order to fund the continuing development of Medi-Scan's technology and the costs of securing the necessary governmental approvals.

Until the sale of the 7% Exchangeable Notes, Medi-Scan had financed its operations from capital contributions of the shareholders. For the sake of efficiency, the capital contributions were held in a bank account maintained by one of the members of management. The funds in that account are identified on Medi-Scan's financial statements as "due from related party." For purpose of analysis, those funds can be considered to be cash.

In both the six month period ended June 30, 2020 and the year ended December 31, 2019, Medi-Scan's net loss was substantially equal to its use of cash, treating the capital contributions held in the Due from Related Party account as cash. The only significant non-cash expenses incurred by Medi-Scan are its amortization expense, as it is amortizing its intangible assets over a three year life. The only other way in which Medi-Scan avoided taking the full brunt of its net losses in its cash account was to increase its accounts payable during the year ended December 31, 2019 and the approximately three month period ended December 31, 2018. But then during the six months ended June 30, 2020, Medi-Scan reduced its accounts payable balance by an amount approximately equal to the increases during the previous fifteen months.

For the near-term Medi-Scan expects to have only three individuals working on a full-time basis: its COO, its CRO and an individual soon to be engaged as CTO. The seven other individuals who provide services to Medi-Scan at this time do so on an hourly, as needed basis. We have some ability, therefore, to adjust our cash burn rate to our resources. Nevertheless, the task of bringing a complex medical device to market is an expensive task. We will require millions of dollars to accomplish it. Management intends to pursue one or more offerings of securities in order to obtain the necessary funds. At present, however, no commitments for future funding have been received.

Critical Accounting Policies and Estimates

In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values.  In our preparation of the financial statements for the years ended December 31, 2019 and the period from inception to December 31, 2018, as well as the six month periods ended June 30, 2020 and 2019, there was one estimate made which was (a) subject to a high degree of uncertainty and (b) material to our results.  That was our determination to amortize our intangible assets over a useful like of three years, as described in Note 4 to our financial statements. We based that amortization schedule on our expectation that the technology in our field will develop rapidly.

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.

Recent Accounting Pronouncements

There were no recent accounting pronouncements that have or will have a material effect on the Corporation’s financial position or results of operations

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of November 13, 2020, information with respect to the securities holdings of (i) our officers and directors, and (ii) all persons which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more than five percent (5%) of any class of the Corporation's voting stock. The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. This table has been prepared based on 156,837 shares of Series A Preferred Stock and 9,701,269 shares of Common Stock outstanding as of November 13, 2020.  Unless otherwise specified, the address of each of the persons set forth below is in care of the Corporation, 90 Broad Street, 16th Floor, New York, NY 10004.

MANAGEMENT

Directors and Executive Officers

The Share Exchange did not effect any change in our Management, as the officers and directors of the Corporation remained the same. The names of our current officers, directors and key employees, as well as certain information about them, are set forth below:

Directors hold office until the annual meeting of the Corporation’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.

Information concerning the directors, officers and key employees of the Corporation follows:

David Rubin. Mr. Rubin has been appointed to the Board so that he may contribute his skills and experience in financial management. Since 2020, Mr. Rubin has served as Chairman and CEO of Medi-Scan, Inc., which is engaged in developing a medical device. Since 2010 Mr. Rubin has served as CEO of Capital Stack, LLC, which is engaged in the business of making cash advances to merchants. Since 2012 Mr. Rubin has also served as CEO of ACH Capital, LLC and since 2016 as CEO of eProdigy Financial LLC, both of which are likewise in the business of making merchant cash advances.

Manuel Iglesias. Mr. Iglesias has been appointed to the Board so that he may contribute his skills and experience in corporate management. Since 2009 Mr. Iglesias has been engaged in the practice of law as sole member of Manuel E. Iglesias P.A. Since 2017, Mr. Iglesias has served as President of Medi-Scan, Inc. (formerly as Manager of Medi-Scan LLC), which is engaged in developing a medical device. From 2007 until May 2018 Mr. Iglesias served as President, CEO and a member of the Board of Directors of Hygea Holdings Corp., which provided primary care medical services. From 2012 until 2016, Hygea Holdings Corp. filed reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Securities Exchange Act. In March of 2020 Hygea Holdings Corp. petitioned for relief under Chapter 11 of the U.S. Bankruptcy Code. From 2017 to 2019 Mr. Iglesias also served on the Board of Directors of Organicell Regenerative Medicine Inc., which files reports pursuant to Section 12(g) of the Securities Exchange Act. Mr. Iglesias is currently the National Chairman of the Republican National Lawyers Association. Mr. Iglesias was awarded an MBA degree by the University of Chicago in 1981 and a J.D. degree by the University of Chicago in 1979.

Denis Kleinfeld. Mr. Kleinfeld has been appointed to the Board of Directors so that he may contribute his skills and experience in business planning and regulatory compliance. Since 2016 Mr. Kleinfeld has been engaged in the practice of law under the name Kleinfeld Legal Advisors. For more than six years prior to 2016, Mr. Kleinfeld practiced law as principal of the Kleinfeld Law Firm. Both of those practices encompassed matters of international tax and estate law. Mr. Kleinfeld was awarded a J.D. degree by the Loyola University of Chicago School of Law in 1970.

Robert Brantl. Mr. Brantl served as the sole officer and director of HYB Holding Corp. from July 2017 until September 4, 2020. 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.

Richard F. Parker. Mr. Parker developed the technology that is the basis for Medi-Scan's business plan. He has served as Chief Research Officer for Medi-Scan since 2018. Prior to joining Medi-Scan, Mr. Parker had been employed as an engineer and business executive for 37 years, most recently as President and then Chief Technology Officer of CytoWave LLC. In 2008 Mr. Parker was awarded a patent for a Method and Apparatus for Generating a Therapeutic Magnetic Wave, which formed the basis for the business of CytoWave. Currently Mr. Parker has seven patents pending, all relating to the use of ultrasound in detecting and diagnosing COVID-19 and other maladies. During the past ten years Mr. Parker has published fourteen papers and made a number of presentations, most focused on magnetic imaging and the treatment of sports and equine injuries. Mr. Parker was awarded a M.S.E.E. degree by the Georgia Institute of Technology in 1971.

Legal Matters

David Rubin. In 2002, in an administrative proceeding before the Securities and Exchange Commission relating to David Rubin's earlier employment by a broker-dealer, without any admission of wrongdoing, David Rubin consented to the entry of an order barring Mr. Rubin from association with any broker or dealer. In 2004, without admission of any wrongdoing David Rubin entered into a final judgment by consent that was filed in the United States District Court for the District of Columbia. The judgment permanently enjoined Mr. Rubin from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder. The judgment resolved an action regarding a private placement by Mr. Rubin and others of securities of an issuer they controlled. Subsequently, by reason of the judgment, the Securities and Exchange Commission entered an order barring Mr. Rubin from association with any broker or dealer.

Denis Kleinfeld. In 1981 Denis Kleinfeld entered into a final judgment by consent that was filed in the United States District Court for the Northern District of Illinois. The judgment permanently enjoined Mr. Kleinfeld from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder. Mr. Kleinfeld was also barred from engaging in certain private offerings of securities for a period of three years. The judgment resolved an action in which the Securities and Exchange Commission had alleged that Mr. Kleinfeld and others had utilized misleading disclosure documents in connection with a private offering of securities.

Family Relationships

There are no family relationships among any of our officers or directors.

Corporate Governance

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. Until these committees are established, these decisions will continue to be made by our Board of Directors.

Director Independence

We currently do not have any independent directors, as the term "independent" is defined by the rules of the NYSE Anerican.

Code of Ethics

The Corporation has not adopted a formal code of ethics applicable to its executive officers. The Board of Directors has determined that the Corporation’s financial operations are not sufficiently complex to warrant adoption of a formal code of ethics.

EXECUTIVE COMPENSATION

HYB Holding Corp.

HYB Holding has paid no compensation to any officer or director during the past three fiscal years or any subsequent period.

Medi-Scan, Inc.

Medi-Scan did not pay compensation to any officer or director for services in those roles during its past two fiscal years. Since May 2020, Medi-Scan has paid the law firm of Manuel E. Iglesias P.A. $10,000 per month as compensation for the services of Manuel Iglesias as Medi-Scan's Chief Operating Officer.

Employment Agreements

Richard Parker. Medi-Scan executed a Chief Research Officer Agreement dated December 18, 2018 with 6 Sigma, LLC, whose manager is Richard Parker. The Agreement provides that Mr. Parker will be designated Chief Research Officer of Medi-Scan, responsible for supervising the fulfillment of Medi-Scan's research and development programs. In particular, subject to approval of Medi-Scan's Chief Operating Officer, Mr. Parker is authorized to supervise Medi-Scan's research and development personnel, and to pursue such research projects as are determined by the COO. The Agreement provides for base compensation of $72,000 per year, and provided Mr. Parker a dilutable 25% interest in Medi-Scan. The Agreement may be terminated by Medi-Scan for cause and by Mr. Parker at will.

All of our other officers serve on an at-will basis.

Grants of Plan-Based Awards

During the period commencing January 1, 2019 to the current date, there were no grants of plan-based awards to our named executive officers by HYB Holding or by Medi-Scan.

Option Exercises and Stock Vested

During the period commencing January 1, 2019 to the current date, there were no option exercises or vesting of stock awards by our named executive officers.

Outstanding Equity Awards at Fiscal Year End

During the period commencing January 1, 2019 to the current date, none of our executive officers received any equity awards, including, options, restricted stock or other equity incentives, from either HYB Holding or Medi-Scan.

Compensation of Directors

None of the members of our Board of Directors receives any compensation for service on the Board, other than compensation for service as an officer of the Corporation.

 TRANSACTIONS WITH RELATED

PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Transactions with Related Persons

During 2019 and until May 2020, Medi-Scan paid $10,000 per month to a law firm owned by Denis Kleinfeld, a member of the Board of Directors of HYB Holding. The payment was compensation for use of the law firm's offices as the executive offices of Medi-Scan, for the administrative and other services of employees of the law firm, and for legal services by Mr. Kleinfeld.

Except as described above, there have been no transactions since January 1, 2019, or any currently proposed transaction, in which HYB Holding or Medi-Scan was or are 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 Medi-Scan 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.  

Review, approval or ratification of transactions with related persons

We do not have any special committee, policy or procedure related to the review, approval or ratification of related party transactions.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET PRICE AND DIVIDENDS ON OUR COMMON

EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is currently listed for trading on the Pink Market maintained by OTC Markets 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.

The Corporation's common stock is very thinly traded. It seldom trades more than once or twice in any week, and during many weeks there are no trades. The quoted bid and asked prices for the common stock vary significantly from week to week. An investor holding shares of the Corporation's common stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price.

Holders

Our shareholders list contains the names of 89 stockholders of record of the Corporation’s Common Stock.

Dividends

Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

 Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

RECENT SALE OF UNREGISTERED SECURITIES

Except for the Share Exchange and the related issuance of 7% Convertible Debentures, HYB Holding has not sold any of its securities during the past three years.

During the past three years, Medi-Scan, Inc. (or its predecessor Medi-Scan, LLC) has made two sales of securities. Each sale was exempt from the registration requirements of the Securities Act of 1933 because it was made privately to a sophisticated investor who was purchasing the securities for his investment and not with a view to resale.

DESCRIPTION OF SECURITIES

The Articles of Incorporation of HYB Holding authorize the Board of Directors to issue up to 200,000,000 shares of Common Stock, $.001 par value, 156,837 shares of Series A Preferred Stock, $.001 par value, and 1,843,163 shares of undesignated Preferred Stock.

Common Stock. Each share of common stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote. Common stock does not confer on the holder any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us, and is not convertible into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

Series A Preferred Stock. Each share of Series A Preferred Stock is convertible by the holder into two thousand (2,000) shares of common stock. Each share of Series A Preferred Stock entitles a stockholder to voting rights equivalent to those of 2,000 shares of common stock on all matters upon which stockholders are permitted to vote. Series A Preferred Stock does not confer on the holder any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us. No shares of Series A Preferred Stock are subject to redemption or any sinking fund provisions. The holders of shares of our Series A Preferred Stock are entitled to dividends out of funds legally available when and as declared by our board of directors. In the event of our liquidation, dissolution or winding up, holders of our Series A Preferred Stock are entitled to receive, ratably, a preferential payment of $.01 per share, then to share pro rate in the the net assets available to stockholders after payment of all creditors on an as-converted basis.

Undesignated Preferred Stock. The Board of Directors has authority, without shareholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles of Incorporation to divide the class of undesignated Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the following relative rights and preferences of the shares of each series so established, including (i) the rate of dividend, (ii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iii) the amount payable upon the shares in the event of involuntary liquidation, (iv) the amount payable upon the shares in the event of voluntary liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

 Transfer Agent and Registrar

Our independent stock transfer agent is Standard Registrar & Transfer Company. Its address is 440 East 400 South, Suite 200, Salt Lake City, Utah 84111. Its telephone number is ; (801) 571-8844 .  The transfer agent's website is located at www.standardtransferco.com.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of Incorporation of HYB Holding provide that HYB Holding 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 or agent of the corporation who is made a party to a proceeding because he is or was a director, officer, employee 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 by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the Corporation pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Not applicable.