ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 12, 2020, HYB Holding Corp. (the "Corporation") entered into an exchange agreement with Medi-Scan, Inc. ("Medi-Scan") and all of the shareholders of Medi-Scan (the "Exchange Agreement"), pursuant to which all of the shareholders of Medi-Scan agreed to transfer all of the issued and outstanding stock of Medi-Scan to us, and we agreed to issue to the shareholders of Medi-Scan 156,837 shares of our Series A Preferred Stock (the "Share Exchange").

The members of the Corporation's Board of Directors were also members of the Board of Directors of Medi-Scan when the Exchange Agreement was negotiated.




ITEM 5.03     AMENDMENT TO ARTICLES OF INCORPORATION

On November 12, 2020 the Corporation's Board of Directors amended our Articles of Incorporation to designate 156,837 shares of previously authorized preferred stock as "Series A Preferred Stock". Each share of Series A Preferred Stock is convertible into 2,000 shares of Common Stock, and has voting rights equal to those of the holders of 2,000 shares of Common Stock. Upon liquidation of the Corporation, the holder of a share of Series A Preferred Stock will receive a preferential distribution of $0.01 and will then share in the liquidating distribution on an "as converted" basis.




ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On November 16, 2020 (the "Closing Date"), we completed the acquisition of Medi-Scan pursuant to the Exchange Agreement. The acquisition will be accounted for as a "reverse acquisition" effected as a recapitalization effected by a share exchange, wherein Medi-Scan is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

As a result of the Share Exchange, there are currently 323,375,633 shares of the Corporation's Common Stock outstanding on a fully-diluted basis.

We have included in Item 5,06 below the information that would be required if the registrant were filing a general form for registration of securities on Form 10, including a complete description of the business and operations of Medi-Scan.




ITEM 3.02     UNREGISTERED SALE OF EQUITY SECURITIES

As a condition to closing of the Share Exchange, on November 16, 2020 the Corporation issued 7% Convertible Debentures in the aggregate principal amount of $381,480 to the four investors who had previously purchased 7% Exchangeable Notes from Medi-Scan. The Debentures have a maturity date of January 31, 2024, and prepayment is not allowed. Commencing six months after issuance, the holders may convert the Debentures into HYB Holding Common Stock. The conversion price will be 70% of the lowest VWAP during the five trading days preceding conversion. No holder may convert, however, into a number of shares that, combined with all shares owned by the holder and any affiliates, exceeds one percent of the outstanding shares of HYB Holding Common Stock.




ITEM 5.01     CHANGES IN CONTROL OF REGISTRANT

As a result of the closing of the Exchange Agreement, the former shareholders of Medi-Scan now own 97% of the Corporation's equity interest.





ITEM 5.03     CHANGES IN FISCAL YEAR

The fiscal year-end for Medi-Scan is December 31. On November 12, 2020, the Corporation's Board of Directors approved changing the fiscal year-end of the Corporation from June 30 to December 31 as a result of the reverse acquisition of Medi-Scan.





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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:

· Method and Process for evaluating an intubated COVID-19 patient disease state

based on ultrasound findings

· Method and Process for quantifying extravascular lung water (EVLW) in a

COVID-19 infected lung patient

· Method and Process for discriminating between blood and water in a COVID-19

infected lung patient

· Method and Process for detecting the progression or decline of a COVID-19

infected lung patient

· Method and Process for generating a predictive metric for monitoring the

progression or decline of a COVID-19 infected lung patient

· Method for Automated Digital Ultrasound Analysis and Reporting

· Method and Process for Predictive Analytical Imaging

· A Method and process to repair cardiac muscle damage

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:

· Comparison of patient visit reports over time.Our system tracks fiber bundle

counts which are reduced with injury but increased with rehabilitation. By

month-to-month comparison, we are able to track patient improvement digitally.




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· Identification and computation of organ dimensions.Deep internal organ


   structures must be imaged with lower frequency ultrasounds. Nevertheless, our
   system permits evaluation of the same tissue boundary conditions and, in
   particular, evaluates the incident reflation (surface) as well as the
   backscatter reflation (interior). Once these structures are identified, we are
   able to build a 3D articulated model, which also enables internal and external
   measurements.

· Tissue Taggingtm. Frequent tissue structures have overlapping regions that


   inhibit a visual evaluation. As our technology first converts the underlying
   tissue structure to a digital form, we are developing a capacity to take that
   form, integrate it into a unified form, and then make that structure become
   transparent. Once the "Tissue Tag" has been applied and the structure is
   transparent, our system reveals the underlying tissue. In addition, as each
   tendon is a separate structure, we can compute the diameter of each tendon and
   the internal volume of related areas. This volume can then be translated
   directly into pressure metrics and displayed to the patient to demonstrate that
   the therapy is working.

· Detect and prevent future injuries. Dense tissues consisting of rope-like

structures go through several discrete stages as they are stressed. A tendon,

for example, is stretched and then returns to its original length and

condition. When the tendon is stressed beyond a certain point, however, it

enters a "Plastic Region" in which the tendon does not return to its former

shape. If stressed beyond this point, the tendon will break. Unfortunately, in

all dense tissues, the range from linear stress to plastic region is very

difficult to observe on B-mode ultrasound. However, through a technique known

as acoustoelasticity coupled with our technology, we can identify plastic

regions and alert the physician to the risk that has developed.

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.



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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. . . .

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






Financial Statements

The financial statements filed herewith are:

· Audited financial statements of Medi-Scan, LLC for the years December 31, 2019

and the period from inception (September 25, 2018) to December 31, 2018.

· Unaudited financial statements of Medi-Scan, LLC for six month periods ended

June 30, 2020 and 2019.

· Unaudited pro forma financial information of the Corporation and subsidiaries

for the year ended December 31, 2019 and the six months ended June 30, 2020.




Exhibits



  2.1    Share Exchange Agreement dated November 12, 2020 among HYB Holding
         Corp., Medi-Scan, Inc., and the Shareholders of Medi-Scan, Inc.
  3.1    Articles of Amendment to Articles of Incorporation of HYB Holding Corp.
         filed on November 16, 2020.
  3.2    Form of 7% Convertible Debenture
  10.1   Technology Assignment Agreement dated December 18, 2018 among Richard
         Parker, 6 Sigma LLC and Medi-Scan, LLC.


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