Healthtech Solutions, Inc./UT - Quarter Report: 2020 September (Form 10-Q)

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

Commission File No. 0-51012

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

October 22, 2020

Common Voting Stock: 9,701,269

HYB HOLDING CORP.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS

HYB HOLDING CORP.

BALANCE SHEETS

(Unaudited)

See accompanying notes to financial statements.

HYB HOLDING CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to financial statements.

HYB HOLDING CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Three Months Ended September 30, 2019

For the Three Months Ended September 30, 2020

See accompanying notes to financial statements.

HYB HOLDING CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to financial statements.

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2020 (UNAUDITED)

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 September 4, 2020 a holding company controlled by the Company's current Chief Executive Officer purchased 6,465,442 shares of the Company’s common stock from the prior Chief Executive Officer. Following that purchase, the current Chief Executive Officer owned approximately 66% of the voting securities of the Company. The purchase resulted in a change in control of the Company.

Basis of Accounting and Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the period ended September 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020 filed with the SEC on September 4, 2020.

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 September 30 and June 30, 2020, 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 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.

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2020 (UNAUDITED)

2. ACCOUNTING POLICIES (CONTINUED)

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.

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 September 30 or June 30, 2020. 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 income (loss) per share are presented for basic and diluted per share calculations for the quarters ended September 30, 2020 and 2019, reflected in the accompanying statements of operations. There were no dilutive shares outstanding during the quarters ended September 30, 2020 and 2019.

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.

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2020 (UNAUDITED)

2. ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments (continued)

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:

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.

Recently Issued Accounting Standards

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

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 Company has not generated any revenue, nor any significant operations during the quarter ended September 30, 2020 or the years ended June 30, 2020 and 2019. The Company does not have any assets as of September 30, 2020. As of September 30, 2020, the Company had a working capital deficiency and a stockholders’ deficit of $12,943. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2020 (UNAUDITED)

3.       Going concern (continued)

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 that necessary funds could be raised.

During the quarter ended September 30, 2020, the individual who was the Company's majority shareholder and CEO until September 4, 2020 and who remains the Corporate Secretary for the Company provided legal services to the Company for which he invoiced $16,782 and advanced $1,569 to pay expenses incurred by the Company. During the quarter ended September 30, 2019, the Company's then-majority shareholder and CEO provided legal services to the Company for which he invoiced $10,031 and advanced $11,233 to pay expenses incurred by the Company.

On September 4, 2020, the individual who until that date was the Company's majority shareholder and CEO waived an account payable by the Company of $36,396 and a loan payable by the Company of $13,523, all in connection with his sale of his equity interest in the Company. The full amount waived, $49,919, was recorded as additional paid-in capital in the Company's financial statements.

On September 2, 2020, the entity which became the Company's majority shareholder on September 4, 2020 advanced $4,500 to the Company by paying a vendor invoice to the Company in that amount. The loan was non-interest-bearing and payable on demand.

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

The provision (benefit) for income taxes consisted of the following for the quarters ended September 30, 2020 and 2019:

HYB HOLDING CORP.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2020 (UNAUDITED)

5.       INCOME TAXES (continued)

The following table reconciles the effective income tax rates with the statutory rates for the quarters ended September 30, 2020 and 2019:

Deferred tax assets are comprised of the following:

At September 30, 2020, the Company had approximately $72,351 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 September 30, 2020, a change of ownership was deemed to have occurred in the 2018 fiscal year and again in the 2021 fiscal year. These changes of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2036.

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 $3,850 during the three months ended September 30, 2020 and increased by $5,094 during the three months ended September 30, 2019.

The tax years ended June 30, 2020, 2019, 2018 and 2017 remain open to examination by the taxing authorities.

6.       SUBSEQUENT EVENTS

The Company’s management has performed subsequent events procedures through the date the financial statements were issued. No subsequent events required adjustment to or disclosure in the financial statements.

Results of Operations

We currently have no assets and no operations. During the three month period that ended on September 30, 2020, we realized no revenue and incurred $18,351 in operating expenses. During the quarter that ended on September 30, 2019, we realized no revenue and incurred $20,374 in operating expenses. Operating expenses were greater in the earlier quarter because at that time we were preparing and having audited the Company's financial statements for inclusion in the Company's registration with the Securities and Exchange Commission as a reporting company.

Control of HYB Holding Corp. was transferred to a holding company owned by our current Chief Executive Officer on September 4, 2020. Since that time, our Chief Executive Officer's holding company has financed our operations by advancing funds to cover our expenses. We expect that our Chief Executive Officer will continue to fund our operations for as long as he holds the controlling interest in our 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.

Our major expenses consist of fees to lawyers and accountants incurred in connection with our status as 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. In March 2020 we registered with the Securities and Exchange Commission as a reporting company, which means that we assumed the obligation to file periodic reports with the Securities and Exchange Commission, which entail payment of professional fees to accountants and lawyers. Otherwise, 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 September 30, 2020 we had a working capital deficit of $12,943, as we had no assets and had $12,943 in loans payable, accounts payable and accrued expenses, including loans payable and accounts payable to related parties. Our liabilities consist of amounts owed to our majority shareholder to reimburse it for advances to pay our expenses and amounts owed to our Corporate Secretary 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 quarters ended September 30, 2020 and 2019. In each period we increased our accounts payable - related party, and in the recent period we also increased our loans payable - related party, by the amount of our expenses. 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.

Our Chief Executive Officer is also the beneficial owner of our majority shareholder. Since taking control on September 4, 2002, that entity has financed our operations by making advances of funds to cover our expenses. The advances are repayable upon demand, and the obligations do not bear interest. We expect that our Chief Executive Officer will continue to fund our operations until it acquires an operating company or he sells his interest in the 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. In the event that we undertake to complete an acquisition that requires financing, we will likely depend on an outside source for such financing. However, we have not identified any debt or equity financing sources that can be relied upon to provide such financing.

It is unlikely that we will be able to raise financing through a public offering of debt or equity. Among the reasons this is unlikely are the restrictions that SEC Rule 419 would impose on such an offering. Rule 419 provides that a company, such as HYB Holding Corp., that is classified a "blank check company" because it has no specific business plan other than engaging in a merger or acquisition and is issuing "penny stock" (i.e. securities that do not satisfy the criteria for value and liquidity set forth in SEC Rule 3a51-1) must deposit the proceeds of the offering into escrow, to be released only after the issuer contracts to make an acquisition and gives to each investor the opportunity to rescind the investor's investment. In the meantime, the shares sold in the offering cannot trade. Because compliance with these restrictions substantially increases the cost of an offering and substantially decreases the pool of potential investors, it is unlikely that HYB Holding Corp. will conduct a public offering while it remains a blank check company. Likewise, it is unlikely that HYB Holding Corp. will conduct a private offering in which it gives registration rights to the investors, because the registered resale of our securities by the investors to the public would also have to comply with the restrictions and procedures prescribed by Rule 419.

For the reasons set forth in Note 3 to our financial statements for the quarter ended September 30, 2020, the opinion of our independent registered public accounting firm with respect to our financial statements for the year ended June 30, 2020 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.

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.

Not applicable.

 Evaluation of Disclosure Controls and Procedures. As of September 30, 2020, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures have the following material weaknesses:

• The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.
• Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. Generally Accepted Accounting Principles.
• We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of September 30, 2020 for the purposes described in this paragraph.

Changes in Internal Controls. There was no change in internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during HYB Holding Corp.’s first fiscal quarter that has materially affected or is reasonably likely to materially affect HYB Holding Corp.’s internal control over financial reporting.

PART II - OTHER INFORMATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.