PART II AND III

PART II - OFFERING CIRCULAR

Dated January 22, 2016

PURSUANT TO REGULATION A

OF THE SECURITIES ACT OF 1933

HYGEN INDUSTRIES, INC.

11693 San Vicente Boulevard, Suite 445

Los Angeles, California 90049

admin@hygen.com

www.hygen.com

$20,000,000

4,000,000 Shares of Common Stock at $5.00 per Share

Minimum Investment: 100 Shares ($500)

FORM 1-A: TIER 2

FOR SOPHISTICATED INVESTORS ONLY

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A For general information on investing, we encourage you to refer to www.investor.gov.

	Price to public	Underwriting discount and commissions (1)	Proceeds to Company (2)	Proceeds to other persons
Per share	$   5.00	(1)	$    5.00	$     0
Total (3):	$  20,000,000	(1)	$  20,000,000	$     0

This offering will terminate on July 21, 2016, unless extended by us for up to an additional 180 days or terminated sooner by us in our discretion regardless of the amount of capital raised (the "Sales Termination Date").  There is no minimum offering proceeds required of us in this offering and therefore no contingent subscription escrow will be established for subscription funds.  Subscription funds may be transferred by us directly from the administrative escrow account into our operating account for use as described in this Offering Circular.

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(1)       The shares will be offered on a "best-efforts" basis by our officers, directors and employees, and may be offered through broker-dealers who are registered with the Financial Industry Regulatory Authority ("FINRA"), or through other independent referral sources.  As of the date of this Offering Circular, no selling agreements had been entered into by us with any broker-dealer firms.  Selling commissions may be paid to broker-dealers who are members of FINRA with respect to sales of shares made by them and compensation may be paid to consultants and finders in connection with the offering of shares.  We may also pay incentive compensation to registered broker-dealers in the form of common stock or warrants in us.  We will indemnify participating broker-dealers and possibly other parties with respect to disclosures made in the Offering Circular.  We may enter into posting agreements with crowdfunding websites, and administrative and escrow agreements with FINRA member broker-dealer or other firms in connection with the offering, for which we may pay fees and issue warrants as compensation.

(2)       The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, referral fees, selling and other costs incurred in the offering of the shares.  See "USE OF PROCEEDS" and "PLAN OF DISTRIBUTION."

(3)       The shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings.  The shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A.  We have the option in our sole discretion to accept less than the minimum investment from a limited number of subscribers.  "TERMS OF THE OFFERING."

THIS OFFERING CIRCULAR IS NOT KNOWN TO CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT, NOR TO OMIT MATERIAL FACTS WHICH IF OMITTED, WOULD MAKE THE STATEMENTS HEREIN MISLEADING.  IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.  HOWEVER, THIS IS A SUMMARY ONLY AND DOES NOT PURPORT TO BE COMPLETE.  ACCORDINGLY, REFERENCE SHOULD BE MADE TO THE CERTIFICATION OF RIGHTS, PREFERENCES AND PRIVILEGES AND OTHER DOCUMENTS REFERRED TO HEREIN, COPIES OF WHICH ARE ATTACHED HERETO OR WILL BE SUPPLIED UPON REQUEST, FOR THE EXACT TERMS OF SUCH AGREEMENTS AND DOCUMENTS.

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THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

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PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.  EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING HIS INVESTMENT.

JURISDICTIONAL (NASAA) LEGENDS

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

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TABLE OF CONTENTS 

SUMMARY OF RISK FACTORS	1
INVESTMENT SUMMARY	5
USE OF PROCEEDS	5
BUSINESS	5
RISK FACTORS	20
DIVIDEND POLICY	25
CAPITALIZATION	25
DILUTION	26
MANAGEMENT	27
PRINCIPAL SHAREHOLDERS	33
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	27
DESCRIPTION OF CAPITAL STOCK	34
ERISA CONSIDERATIONS	34
TERMS OF THE OFFERING	36
PLAN OF DISTRIBUTION	37
REPORTS TO SHAREHOLDERS	38
ADDITIONAL INFORMATION	38
FINANCIAL STATEMENTS OF THE COMPANY	39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	54
EXHIBITS
SUBSCRIPTION DOCUMENTS	A

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SUMMARY OF RISK FACTORS

The purchase of shares of our common stock involves substantial risks.  Each prospective investor should carefully consider the following risk factors, in addition to any other risks associated with this investment, and should consult with his own legal and financial advisors.

Cautionary Statements

The discussions and information in this Offering Circular may contain both historical and forward-looking statements.  To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us in forward-looking statements.  We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results to differ from our current expectations.  The differences may be caused by a variety of factors, including but not limited to:

• Lack of market acceptance of our renewable hydrogen fuel and fueling stations.

• Inability to finance the construction of renewable hydrogen fueling stations due to a lack of government grants, private capital and cash flow.

• Inability to find suitable sites for our planned renewable hydrogen fueling stations.

• Failure of the automobile manufacturing companies to make or sell hydrogen fueled cars for consumers or fleets.

• Delays in obtaining critical components from suppliers, causing delays in station construction and possible reduction of government grants.

• Heavy design, construction and development expenditures by us without revenue, resulting in substantial operating deficits, especially in the early years of operation.

• Intense competition, including entry of new competitors.

• Lack of demand for renewable hydrogen as a transportation fuel.

• Failure to obtain additional government grants and possible loss of all or a portion of existing government grants due to our failure to satisfy certain timing and other conditions.

• Adverse federal, state, and local government regulation.

• Contraction of the market for renewable hydrogen due to government policy or consumer preference.

• Unexpected costs and operating deficits.

• Lower sales and revenue than forecast.

• Default on leases or other indebtedness.

• Loss of suppliers and supply.

• Price increases for capital, supplies and materials.

• Inadequate capital and financing.

• Failure to obtain customers, loss of customers and failure to obtain new customers.

• The risk of litigation and administrative proceedings involving us or our employees.

• Loss of or inability to obtain government licenses and permits.

• Adverse publicity and news coverage.

• Inability to carry out marketing and sales plans.

• Loss of key executives.

• Losses from theft that cannot be recovered.

• Other specific risks that may be alluded to in this Offering Circular or in other reports issued by us or third party publishers.

We have a limited operating history and have yet to earn a profit or operating revenue from the sale of hydrogen fuel, which makes it difficult to accurately evaluate our business prospects.  We have limited assets, limited operating history, and no operating revenue to date.  Thus, our proposed business is subject to all the risks inherent in new business ventures. The likelihood of success must be considered in light of the expenses, complications, and delays frequently encountered with the start-up of new businesses and competitive environment in which start-up companies operate.

We have only conducted a limited number of market studies.  We have only conducted limited formal market studies concerning the demand for our proposed renewable hydrogen fueling stations.  There is no independent confirmation of public acceptance of the concept.  Management believes, however, that

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public acceptance of renewable hydrogen fueling stations will be favorable based on management's internal research and experience.

Our business plan is speculative.  Our planned business is speculative and subject to numerous risks and uncertainties.  The design and development of our proposed renewable hydrogen fueling stations may not create commercial products or generate revenue due to functional failure, lack of acceptance or demand from the marketplace, lack of hydrogen fueled vehicles in the marketplace, technological inefficiencies, competition, or for other reasons.  Current and future demand for renewable hydrogen fueling stations is uncertain, even if favorable legislation progresses.  The burden of government regulation on renewable hydrogen industry participants is uncertain and difficult to quantify.  There is no assurance that additional government grants will be available to us to provide a portion of the anticipated costs of designing, developing and installing our renewable hydrogen fueling stations.  There is no assurance that we will earn revenue or a profit.

Our government grants have conditions which must be satisfied in order for us to retain them.  We must meet certain deadlines and satisfy other conditions in order to retain all or portions of our existing government grants.  In general, our three scheduled fueling stations must be completed by December 2016.  Delays in station construction may occur for a number of reasons, including without limitation supplier delays in delivering critical components, delays in contracting for suitable sites (we currently have contracts for two sites and a letter of intent for a third site), and unexpected hazards requiring remediation or substitution of a new site.  The loss of all or a portion of our government grants could have a material adverse impact on our financial condition, operating results and business performance.

There is no assurance that any of our research and development activities will result in any proprietary technology or new commercial products.  We plan to develop proprietary products and services for renewable hydrogen.  The development efforts for these products may fail to result in any commercial technology, products or services, or any proprietary or patentable technology. The products may not work, competitors may develop and sell superior products performing the same function, or industry participants may not accept or desire those products.  We may not be able to protect our proprietary rights, if any, from infringement or theft by third parties.  Government regulation may suppress or prevent marketing and sales of those products, even if they can be commercialized.  We may have inadequate capital to successfully execute this aspect of our business plan.

Financial projections included with this Offering Circular may prove to be inaccurate.  Financial projections concerning our estimated operating results may be included with the Offering Circular.  Any projections would be based on certain assumptions which could prove to be inaccurate and which would be subject to future conditions that may be beyond our control, such as general industry conditions.  We may experience unanticipated costs, or anticipated revenues may not materialize, resulting in lower operating results than forecasted.  We cannot assure that the results illustrated in any financial projections will in fact be realized by us. 

 We may not be able to successfully compete against companies with substantially greater resources.  The renewable hydrogen industry is intensely competitive and we expect competition to intensify further in the future.  We will be subject to competition from well-established renewable hydrogen companies that have all necessary government permits.  We will also compete with numerous other fuel sources, especially in the transportation sector, including gasoline, diesel fuel, natural gas, electricity and battery power.

We may be required to collect sales and other taxes.  New excise taxes may be imposed on the sale and production of renewable hydrogen by federal and state taxing authorities, suppressing sales.  New government tax regulations may require that we as the supplier be responsible to collect those excise taxes, increasing our costs and risks.  We expect to file quarterly sales tax returns with the State of California. 

We cannot assure that we will earn a profit or that our renewable hydrogen fueling stations will be accepted by consumers.  Our business is speculative and dependent upon acceptance of our renewable hydrogen fueling stations by consumers.  Our operating performance will be heavily dependent on whether or not we are able to earn a profit on the sale of our hydrogen fuel.  We cannot assure that we will be successful or earn any revenue or profit, or that investors will not lose their entire investment.

If we were to lose the services of our key personnel, we may not be able to execute our business strategy.  Our success is substantially dependent on the performance of our executive officers and key employees.  The loss of any of our officers or directors would have a material adverse impact on us.  We will generally be dependent upon Paul Staples, Richard Capua, Paul Dillon, James Provenzano, W. Woodland Hastings, and Glenn Rambach, for the direction, management and daily supervision of our operations. 

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We have only one independent director.  Currently, the members of our board of directors are Paul Staples, Paul Dillon, Alexander Kolb, Richard Capua, James Provenzano, W. Woodland Hastings, Glenn Rambach, and Dr. Woodrow Clark II.  Only one of our directors, Alexander Kolb, is considered an "independent director," as defined under Financial Industry Regulatory Authority, Inc. ("FINRA") listing standards and Nasdaq Marketplace Rules.  Currently we do not have any committees of the board of directors.  We plan to form audit and compensation committees in the future, but need to add one or two independent directors with financial acumen before we can form those committees.

There is no minimum capitalization required in this offering.  We cannot assure that all or a significant number of shares of common stock will be sold in this offering.  Investors' subscription funds will be used by us as soon as they are received, and no refunds will be given if an inadequate amount of money is raised from this offering to enable us to conduct our business.  Management has no obligation to purchase shares of common stock.  If we raise substantially less than the entire amount that we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements.  We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us.  Under such circumstances, investors in our common stock could lose their investment in us.  Furthermore, investors who subscribe for shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for shares later in the offering as subscriptions approach the maximum amount.

We determined the price of the shares arbitrarily.  The offering price of the shares of common stock has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value.  We cannot assure that price of the shares is the fair market value of the shares or that investors will earn any profit on them.

If we issue additional shares of our stock, shareholders may experience dilution in their ownership of us.  We are authorized to issue up to 490,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.  We have the right to raise additional capital or incur borrowings from third parties to finance our business.  Our board of directors has the authority, without the consent of any of our stockholders, to cause us to issue more shares of our common stock and preferred stock.  Consequently, shareholders may experience more dilution in their ownership of us in the future.  Our board of directors and majority shareholders have the power to amend our certificate of incorporation in order to effect forward and reverse stock splits, recapitalizations, and similar transactions without the consent of our other shareholders.  We may also issue net profits interests in HyGen Industries.  The issuance of additional shares of capital stock or net profits interests by us would dilute shareholders' ownership in us.

We cannot assure that we will pay dividends.  We do not currently anticipate declaring and paying dividends to our shareholders in the near future.  It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our capital base and marketing.  Prospective investors seeking or needing dividend income or liquidity should therefore not purchase shares of our common stock.  We cannot assure that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors.

Our principal shareholders own voting control of HyGen Industries.  Our current officers, directors, founders, and principal shareholders currently own a total of 9,900,000 shares of our common stock or 99% of the total issued and outstanding capital stock of the Company.  Our principal shareholders will own approximately 70.7% of the outstanding votes assuming that 4,000,000 shares of common stock are issued pursuant to this offering.  These shareholders are able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock.  This concentration of ownership may not be in the best interests of all of our shareholders.

We cannot assure that a public trading market for our common stock will ever be established.  At present, there is no active trading market for our securities, and we cannot assure that a trading market will develop.  Our common stock has no trading symbol.  In order to obtain a trading symbol and authorization to have our common stock trade publicly, we must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority ("FINRA"), of which there is no assurance, before active trading of our common stock could commence.  If our shares of common stock ever publicly trade, they may be relegated to the OTC Pink Sheets or an Alternative Trading System (an "ATS").  The OTC Pink Sheets and ATS' provide significantly less

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liquidity than the OTC-QB and OTC-QX Markets, or the NASDAQ automated quotation system, or NASDAQ Stock Market.  Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original price or at any price.

INVESTMENT SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Offering Circular.

HyGen Industries, Inc.

HyGen Industries, Inc. ("HyGen," "we," "us," "our," or the "Company") is a California corporation formed in August 2014 initially to develop and build, in co-operation with the California Energy Commission ("CEC"), three renewable hydrogen fueling stations as part of the State of California's Advanced Clean Car ("ACC") program.  With the signing into law of Assembly Bill ("AB 8"), the State of California has guaranteed to provide sufficient hydrogen infrastructure to accommodate the 2015 roll-out of hydrogen fuel cell electric vehicles ("FCEV").  AB 8 expands on the Zero Emission Vehicle ("ZEV") Action Plan which the Governor's Office released in February 2013.

California's hydrogen infrastructure program proposes $20M in annual funding for hydrogen stations through 2020.  HyGen secured a three station award from Program Opportunity Notice-13-607 ("PON-13-607") in November 2013.  We intend to participate in all future Program Opportunity Notices ("PONs") and plan to leverage knowledge, gained from our successful proposal, to obtain additional grants whenever the opportunity arises.

Under the terms of HyGen's PON-13-607 award, the CEC granted up to $5.3M in funding toward the cost of three renewable hydrogen fueling stations in Orange, Pacific Palisades and Rohnert Park, California, and up to $100,000 per annum per station for operation and maintenance costs for three years.  We believe that the CEC funding will allow us to establish our brand of clean renewable hydrogen with minimal financial risk to us and our investors.  As FCEVs achieve market acceptance, we believe we will be able to access capital markets and deploy second generation systems to meet anticipated increased demand for hydrogen fuel.

Our mailing address is 11693 San Vicente Boulevard, Suite 445, Los Angeles, California 90049  We are a company with virtual offices. Our website address is www.hygen.com and our e-mail address is admin@hygen.com.

Investment Analysis

Management believes that we have strong economic prospects by virtue of the following dynamics of the industry and us:

1.	Management believes that the trends for growth in the hydrogen fuel industry are favorable as renewable energy sources are expected to continue to be popular.
2.	Management believes that FCEVs will achieve market acceptance and demand for hydrogen fuel will increase in the future.
3.	Management believes that we will be able to leverage the knowledge we gained from our successful proposal for three renewable hydrogen fueling stations into future grants for additional renewable hydrogen fueling stations.

There is no assurance that we will be profitable, or that the industry's favorable dynamics will not be outweighed in the future by unanticipated losses, adverse regulatory developments and other risks.  Investors should carefully consider the various risk factors before investing in the shares.  Commerce in the energy industry is extremely competitive, inherently speculative and highly regulated.  See "RISK FACTORS."

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The Offering

Common Stock offered by us.........................	4,000,000 shares
Common Stock outstanding (1).............................	10,000,000 shares
Common Stock to be outstanding after the offering (2).....................	14,000,000 shares

(1) Includes 2,700,00 shares of common stock owned by Paul Staples, our chairman and chief executive officer, 1,000,000 shares of common stock owned by Paul Dillon, our chief financial officer, secretary, vice president of business development, and a director, 3,200,000 shares of common stock owned by Richard Capua, our vice chairman and executive vice president, 1,000,000 shares of common stock owned by W. Woodland Hastings, our chief environmental officer and a director, 1,000,000 shares of common stock owned by Alexander Kolb, a director, 890,000 shares of common stock owned by James Provenzano, our chief operating officer and a director, 50,000 shares of common stock owned by Glenn Rambach, our chief science officer and a director, 50,000 shares of common stock owned by Dr. Woodrow Clark II, a director, and 10,000 shares of common stock owned by Clean Air Now, a non-profit corporation of which James Provenzano is the president and W. Woodland Hastings is the secretary.

(2)  The total number of shares of our common stock outstanding assumes that the maximum number of shares of our common stock is sold in this offering.

USE OF PROCEEDS

The maximum gross proceeds from the sale of the shares of our common stock are $20,000,000.  The net proceeds from the offering are expected to be approximately $17,900,000, after the payment of offering costs including printing, mailing, legal and accounting costs, and potential selling commissions and consulting fees that may be incurred, including fees which may be payable to FundAmerica Securities, LLC.  The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.  The estimated use of the net proceeds of this offering is as follows: for (1) phase 1 hardware and installation costs, estimated to be approximately $3,294,794, (2) operating costs, cash reserve, and participation in future CEC solicitations, estimated to be approximately $4,605,206, (3) participation in future California Energy Commission grant solicitations, (4) working capital and for (5) Gen-2 system development costs and business acquisitions, estimated to be approximately $10,000,000.  We may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.  We cannot assure that the capital budget will be sufficient to satisfy our operational needs, or that we will have sufficient capital to fund our business.  See "BUSINESS" and "RISK FACTORS."

BUSINESS

Plan of Operation

HyGen Industries, Inc. is a California corporation formed in August 2014 initially to develop and build, in co-operation with the California Energy Commission ("CEC"), three renewable hydrogen fueling stations as part of the State of California's Advanced Clean Car ("ACC") program.  In the future, depending on the availability of working capital, we plan to build more hydrogen fueling stations throughout the State of California and eventually other states and countries, as well as engage in other aspects of the hydrogen fuel cell industry.  We plan to grow organically and through strategic acquisitions.

In 2012, the Environmental Protection Agency ("EPA") granted California a waiver of preemption for its ACC program, allowing California's zero-emission vehicle ("ZEV") mandate to move forward.  To date, only two vehicles are ZEV, battery electric and hydrogen fuel cell.  Auto manufacturers have been under notice of California's ZEV intentions for over a decade, spending billions of dollars on research to meet inevitable laws and quotas, according to the California Fuel Cell Partnership.  All regulations are now in place.  Commencing in 2018, 4.5% of new vehicles sold in California must be ZEV with quotas rising each year.  The chairman of the world's largest auto maker, Toyota, has publicly stated that fuel cell electric vehicles ("FCEVs") will be his company's route to meeting ZEV quotas. 

 

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Toyota's Mirai FCEV went on sale in California during Model Year 2015.  Toyota's chairman confirmed his company will not be developing a battery electric vehicle ("BEV") for the U.S. market.  Hyundai has a FCEV lease program in California and began selling vehicles to the public in 2014.  Honda plans to begin selling FCEVs in spring 2016 and Mercedes is expected to begin selling FCEVs to the public in 2017.  With the signing into law of Assembly Bill 8 ("AB 8"), the State of California has guaranteed to provide sufficient hydrogen infrastructure to accommodate the 2015 FCEV roll-out.  AB 8 expands on the ZEV action plan which the governor's office released in February 2013.

California's hydrogen infrastructure program proposes $20M in annual funding for hydrogen fueling stations through 2020.  On August 29, 2014, the Company was awarded a grant ("CEC Grant") from the California Energy Commission ("CEC") under the CEC's Alternative and Renewable Fuel and Vehicle Technology Program to design, install, and operate three hydrogen fueling stations at select locations in California.  The budget for the installation of the three fueling stations totals $9,765,678, of which up to $5,306,814 will be reimbursed by the CEC for qualified costs if we meet all required deadlines and $4,458,864 will be the responsibility of the Company's match portion.  The Company's match portion can be from money raised or in-kind contributions.  If we do not meet all required deadlines, our reimbursement will be reduced by up to 15%, which we will have to cover with working capital.  HyGen secured a three station award from Program Opportunity Notice-13-607 ("PON-13-607") in November 2013 with a submission deadline of February 14, 2014.  In a Notice of Proposed Awards ("NOPA") issued on May 1, 2014, the CEC announced a three station award to HyGen totaling $5.3M to construct three 100 percent renewable hydrogen refueling stations in Orange, Pacific Palisades and Rohnert Park.  Additionally, we will receive up to $100,000 per station per year for operation and maintenance costs for three years.  We believe that the CEC funding will allow us to establish our brand of clean renewable hydrogen with less financial risk to us and our investors.  As FCEVs achieve market acceptance, we believe we will be able to access capital markets and deploy second generation systems to meet anticipated increased demand for hydrogen fuel.   We also intend to participate in all future Program Opportunity Notices ("PONs") and plan to leverage knowledge, gained from our successful proposal, to obtain additional grants whenever the opportunity arises.

Within the five year timeframe of the CEC project, HyGen plans to accomplish the following:

• Establish a leadership position in the clean renewable hydrogen industry

• Deploy a second generation on-site hydrogen generating system, reducing cost and size while increasing efficiency in producing hydrogen for fuel

• Establish relationships with renewable power generators, positioning us as a major buyer of renewable electricity from them for our on-site hydrogen production process

• Roll-out Generation 2 systems to meet demand for hydrogen as a fuel

The Company has entered into lease or license agreements with two gas stations in California.  The agreements allow the Company to install its hydrogen fueling station equipment at the facilities.

On December 29, 2014, the Company entered into a four year lease agreement with the owner of a gas station (the "Station") located in Rohnert Park, California.  The Company leases approximately 400 square feet where equipment is to be installed. As compensation, the Station will be paid 50% of the net profit generated by the hydrogen fueling station as defined by the agreement (min. $1.00/kg). The Station will then remit the remaining portion of the net profit to the Company by the 10^th day of the following month.  The Company is responsible for the maintenance and repair of equipment and the Station is responsible for the operation of the equipment and collection of fees.  The agreement automatically renews for successive five year periods unless 60 day notice is provided. Equipment has not yet been installed at this facility as of June 30, 2015.

On December 29, 2014, the Company entered into a four year license agreement with the owner of a gas station (the "Station 2") in Orange County, California.  As compensation, for the first six months after the commencement of operations at Station 2, Station 2 will receive/retain $1.00 per kg plus certain overhead costs as defined by the agreement.  Beginning with the seventh month, at their sole discretion, Station 2 can choose either to receive/retain $1,750 per month plus $0.25 per kg hydrogen produced plus certain overhead costs or continue with the amount defined during the first six months of the agreement.  The Company receives the net proceeds by the 15^th day of the following month.  The Company is responsible for the maintenance and repair of equipment and Station 2 is responsible for the operation of equipment and collection of fees.  The agreement can be terminated after three years.  The agreement automatically renews for successive five year periods unless 60 day notice is provided by the end of the agreement term.   Equipment has not yet been installed at this facility as of June 30, 2015.

The Company is responsible for staying in compliance with the CEC Grant per the terms of the grant.  If the Company is unable to comply with those terms or is unable to match the funds called for under grant, the Company may be liable for any money received that is deemed inappropriate by the CEC.

 

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Fuel Cell Technology

Background.  Although the fuel cell was invented in 1838, it was not until the dawn of the space age that commercial applications appeared.  The National Aeronautics and Space Administration's ("NASA") space programs use fuel cells to generate power for space vehicles and these advances led to military applications, most notably the need to generate silent power onboard submarines.

Fuel Cell Basics.  Proton exchange membranes ("PEM") fuel cells are used in automobiles-also called polymer electrolyte membrane fuel cells.  Hydrogen fuel and oxygen from the air are combined to produce electricity and water.

Fuel Cell Stacks.  Most fuel cells designed for use in vehicles produce less than 1 volt of electricity-far from enough to power a vehicle.  Therefore, multiple cells must be assembled into a fuel cell stack.  The potential power generated by a fuel cell stack depends on the number and size of the individual fuel cells that comprise the stack and the surface area of the PEM.

Fuel Cell Diagram

Hydrogen is channeled through field flow plates to the anode on one side of the fuel cell while oxygen, from the air, is channeled to the cathode on the other side.  A catalyst (typically platinum) separates the anode and cathode.  The catalyst causes the hydrogen to split into positive hydrogen ions (protons) and negatively charged electrons.  The PEM allows only the protons through to the cathode.  The electrons must travel along an external circuit to the cathode, creating an electric current.  At the cathode, the electrons and protons combine with oxygen to form water which is passed out of the fuel cell and ultimately through the vehicle's exhaust.

Fuel Cell Applications:

Full Cell Types (Table source: The Fuel Cell Today Industry Review 2013)

 

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Methanol and syngas can also be used to power fuel cells, but these gases need reforming, within the unit, to create hydrogen.  For the purposes of this Offering Circular, "fuel cell" means a hydrogen fuel cell powered directly with pure hydrogen.

Where fuel cells are used, performance and reliability have generally met or exceeded expectations.  Two applications that demonstrate good use of the technology are uninterruptible power supplies ("UPS") for the telecom industry and in material handling vehicles ("MHV") for warehouse applications.  Both of these applications have traditionally used batteries.  Electricity is a great energy transport, but is notoriously difficult to store.  For applications such as consumer electronic devices, batteries make sense, although fuel cells are also now available in this space.

Applications with higher power requirements require heavier batteries-massively heavy batteries.  In the case of a triple pallet jack, the difference in weight between fuel cell and battery vehicles can be 600 pounds.  Fuel cell-powered MHVs became popular in 2009, due in part to funding allocated from the American Recovery and Reinvestment Act, which saw the subsidized sale of fuel cell equipped forklifts deployed at the warehouses of many high-profile American brands, including BMW Manufacturing, Coca-Cola, FedEx, SYSCO and Wal-Mart.  In 2011, unsubsidized repeat orders for fuel cell forklifts validated this application.  Customers stated ease of refueling and consistent levels of power as benefits over battery powered alternatives. Warehouse operations employing fuel cell MHVs often purchase on-site hydrogen generating equipment.

The market for fuel cell UPS, primarily for the telecom industry, has benefitted from government policy encouraging its adoption, procurement and utilization.  Megawatts ("MW") shipped between 2009 and 2012 reached a compound annual growth rate ("CAGR") of 47%, with the prime power market seeing an impressive 69% CAGR.  Major vendors include California's Altergy Systems, Canada's Ballard Power Systems, and Hydrogenics.

Fuel Cell Shipments by Application (Table source: The Fuel Cell Today Industry Review 2013)

Fuel Cell Electric Vehicles.  A hydrogen car is an electric car.  An existing gasoline-powered car can be converted to burn hydrogen, but this is not an optimum solution.  Any car with an electric motor, including a Tesla, could swap its battery for a hydrogen fuel cell.  Nothing else is needed.  A hydrogen fuel cell produces electricity and the car's motor does not care from where that electricity comes.  No hydrogen is being burned-indeed, no fuel of any kind is being burned.  Hydrogen combines with oxygen from the air, inside the fuel cell, and is converted to electricity, clean water, and heat.  Electricity powers the motor, heat is used in the vehicle's heating system and water vapor is released from the tailpipe.  Hydrogen fuel cell electric vehicles are near-silent and emit zero pollution.

 

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How FCEVs work

BEVs and FCEVs are complementary technologies and share many similar components, including the electric drive.  Investments in BEVs therefore also benefit FCEVs.

Electrolyzers and Balance of Plant.  HyGen's distributed on-site production model creates hydrogen for transportation fuel via electrolysis using water and renewable electricity.  Electrolysis is not a new technology, but the particular application of creating fuel for vehicles via electrolysis is in its early stages.  Mature technology exists from a number of vendors and the efficiencies are sufficient for sustainable and profitable hydrogen dispensing.

HyGen plans to use commercially available equipment for the CEC Phase 1 pilot program.  In conjunction with operating Phase 1 fueling stations, HyGen will lead a team to engineer a balance of plant ("BOP") for a proprietary PEM solution based on cell stack technology from Giner, Inc.

As of May 2013, eighty Electrolytic Renewable Hydrogen ("RH") fueling stations have been installed worldwide. This represents 39% of all hydrogen stations.  The majority of these stations use electricity from renewable energy sources.  In contrast, 95% of all hydrogen produced globally is manufactured from fossil fuels.  Management believes these statistics underline the importance of renewables in decarbonizing transport and validate HyGen's business model.

Europe and North America dominate in terms of installed RH stations. Europe has 33 electrolyzer operations (44% of Europe's total stations) and North America has 35 (46% of its total).  North America is home to many electrolyzer manufacturing companies for this market and it makes sense for them to service early markets close to home. Asia currently has nine electrolyzer stations in operation, spread between Japan, South Korea, China and India, accounting for 18% of the region's total of 50 hydrogen stations. According to H2stations.org, a total of 22 additional electrolyzer stations are planned (twelve in Europe and nine in North America account for all but one).

 

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Distributed Electrolyzer Hydrogen fuel stations

(Source: http://www.fuelcelltoday.com/media/1871508/water_electrolysis___renewable_energy_systems.pdf)

Electrolyzer Companies.  We have reviewed several of the world's top electrolyzer manufacturers.  A summary analysis is presented as follows:

ITM Power: United Kingdom, http://www.itm-power.com/, System type: PEM. Capacity: 130kg/day.  The electrolyzer manufactured by ITM Power has a high pressure output, reducing compressor duty and power cost, but its overall efficiency is low. Without 6,000 psi storage pressure compression, output at 1200 psi, power usage is 55kw/kg, but market feedback suggests actual efficiency is no better than KOH based systems.  Output at 6k psi is expected to cost over 60 kWh/kg. (There are 39.4 kWh of power in a kg of hydrogen).  The system price is at least $200k more than the competition.  Questions exist as to whether the company can meet HyGen's delivery schedule.  ITM Power has only one system installed in the United States-a CEC award for Hyundai in Chino, California.  ITM Power is prominent in the United Kingdom, but its cost of service is high.  Shipping from the United Kingdom would be expensive as each unit weighs nearly 20 tons.  ITM Power expressed no interest in a HyGen branded system, but considered working with our team to seek an assembly partner in the United States.  ITM Power is a publicly traded company. ITM Power may cost-share the electrolyzer in the CEC project.

Hydrogenics Corp: Canada, http://www.hydrogenics.com/, System type: KOH.  The electrolyzer manufactured by Hydrogenics Corp. has a low pressure output - 145 psi (57 kWh/kg at output pressure). Its efficiency at full compression is over 63 kWh/kg.  The cost of system is $200k less than ITM Power's system.  Hydrogenics Corp. can meet our delivery schedule and has systems installed in the United States and worldwide.  Systems are made in Canada, but the company has offices in Torrance and San Diego, California.  Hydrogenics Corp. may consider a HyGen branded system.  No cost share offer was made to us.  Hydrogenics Corp. is publicly traded.

Proton Onsite: http://protononsite.com/products/hydrogen-generator/, System type: PEM. Proton Onsite was founded 18 years ago by former Hamilton employees.  Keeping the stack technology almost unchanged since the 1990's, Proton Onsite has built an international business selling small electrolyzer systems in the Lab H2 and small industrial market.  Until early 2015, Proton Online did not have a commercial stack available larger than 10Nm3/h.  Its new 50Nm3/h stack launched in 2015 and, by placing four stacks together, Proton Onsite is now promoting a Megawatt Electrolyzer System.

Giner, Inc. http://www.ginerinc.com/technologies, System type: PEM.  Giner, a privately held company founded 43 years ago, has focused on cutting edge PEM technology for the United States Department of Energy, Department of Defense (Nuclear submarines), NASA, and the National Institutes of Health  Giner is the only company in this sector that has been consistently profitable.  Giner produces a standard 30Nm3/h stack, which can run at a higher temperature (80C) differential pressure (42+ Bar) and efficiency 41 kWh/kg or 96% HHV efficiency.  Giner has extensive research and development dating back to the 1960's with General Electric.  Giner has industrial installations in Germany, France, Spain and the United States.  It sells thousands of units per year to major OEM's in the United Kingdom and Scotland.  Giner's technology runs at 50% higher current density than its closest competitor, and it is finalizing its next generation stack capable

 

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of delivering 207 Nm3/h (1 MW) (from a single stack), which will be the base module for future hydrogen refueling stations as well as the building block for power to gas and power to product applications requiring multi-MW systems.

Millennium Reign Energy ("MRE"): Ohio, http://residentialhydrogenpower.com/, System type: KOH.  The electrolyzer manufactured by MRE is made in Ohio. MRE has a production line for its entire system. HyGen Vice Chairman, Richard Capua has visited the Ohio facility and was impressed with the operation.  MRE employs laid-off auto workers.  MRE has the best efficiency KOH System in the analysis at 46kwh/kg @ 145 psi output.  With compression to storage pressure, this system could achieve 52kwh/kg dispensing pressure (5k psi).  The system cost is the lowest of systems currently in the market at $450k in quantities of ten or more. MRE is hesitant to partner for a HyGen branded system.  No delivery schedule problems are anticipated.  Shipping costs are less than competitors.  MRE is a private company.  MRE is not able to cost share with the CEC project.

Avalence: Milford, CT: http://www.avalence.com/, System type: KOH.  Avalence boasts a system outputting an impressive 2400 psi, which is unheard of for a KOH system due to liquid electrolyte bleed-through at higher pressures.  Only solid electrolytes (PEM) have been able to output similar pressures.  HyGen chief science officer, Glenn Rambach, has vetted the company and concluded that the technology is promising yet probably not ready for such an ambitious delivery schedule.  There are also additional questions about the financial security of the company. Avalence offered to cost share all hardware to win the project.  Efficiency is above 60 kWwh/kg.

Business Model

We plan to install and operate hydrogen generating equipment at existing gas stations, giving the station owner a percentage royalty on hydrogen sales.

Distributed Generation.  Our tagline, "Clean Renewable Hydrogen," is fundamental to our business model.  Creating renewable hydrogen on-site requires the installation of electrolysis equipment with access to electricity from renewable sources, a compressor, and storage tanks. The basic infrastructure (water and electricity) is universally available.

Distributed generation means no new pipelines, truck deliveries, or large-scale hydrogen storage.  Discussions with fire marshals confirm that permitting will be less problematic using smaller, lower-pressure storage tanks that require no new ingress routes for delivery vehicles.

Electricity Sourcing.  Renewable energy can be derived from multiple sources including solar, wind, wave, and geo-thermal.  Power generators expend capital and build new renewable facilities based on guaranteed future energy purchases.  We believe the existing energy model complements the expansion of

 

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hydrogen refueling stations and the proliferation of FCEVs.  Cars need fuel-it is not a discretionary expenditure.  Selling more FCEVs drives the demand for renewables, expanding the ratio of clean versus polluting fuels.  We believe hydrogen station expansion is market driven, requiring only a kick start from government. We believe the energy sector is ripe for skyrocketing private investment both in renewable power generation and on-site hydrogen production.

Energy Market.  Extracting hydrogen from water by electrolysis consumes large amounts of electricity (18 MWh per day for each 2nd generation system).  Management believes that by operating multiple facilities, HyGen would be a major buyer of renewable energy and have the ability to negotiate favorable Power Purchasing Agreements ("PPAs").  Individual station owners likely will not be able to negotiate a PPA and may not have the necessary capital/credit to lease hydrogen generating equipment.  Accordingly, we believe HyGen would be an ideal partner for these businesses.

Hydrogen Market Size.  According to the United States Energy Information Agency, in 2011, the United States consumed about 134 billion gallons of gasoline or a daily average of 367M gallons. California's annual consumption is approximately 18B gallons.  There are 120k gas stations nationwide and 9,700 in California.

The following table illustrates California station ownership.  Our target markets are all station types except refiner-owned and operated stations.

Station Type	Number	Percentage
Total Stations	9700	100%
Refiner-owned and operated	970	10%
Major leased dealers	4462	46%
Branded independents.	2522	26%
Un-branded independents.	1746	18%

California Gas Station Ownership (http://www.energyalmanac.ca.gov/transportation/summary.html) 

Apples for Apples (GGE)

Gallon Gasoline Equivalent ("GGE") Definition.  The term "GGE" is defined as the energy content equivalent of any motor fuel, including alternative fuels, to that of a gallon of gasoline. Any dispenser used for the sale of motor fuel must display GGEs as the primary display information.  Hydrogen is dispensed by kilogram.  One kilogram of hydrogen has the same energy content as one gallon (3.2 kilograms) of gasoline.  However, a FCEV is three times more efficient than an internal combustion engine ("ICE") and twice as efficient as a hybrid.

Theoretical California hydrogen sales might be expressed as the total gasoline gallon volume divided by an efficiency factor of between two and three.  If a factor of 2.5 is assumed, the potential hydrogen volume per year could be expressed as 7.2B kilograms.  In dollar terms, 18B gallons of gasoline at $3.93 per gallon of regular gasoline would be $70B.  Our expectation is for hydrogen prices to keep parity with gasoline, at least in the short-term, making the potential California hydrogen market $70B.  A 10% FCEV fleet ratio would be $7B.  The total United States market is approximately eight times larger.

 

Energy Efficiency Chart (source: Honda)

 

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Pricing factors.  Several considerations need to be evaluated before determining hydrogen prices, including the following:

•       Hydrogen prices must allow sufficient returns to satisfy capital

•       Profit for station owner

•       Electricity cost is the majority of the cost of goods sold (COGS)

•       Renewable (green) hydrogen should command a premium over brown hydrogen and heavy-polluters such as gasoline and diesel

•       Premium needs to be moderate

•       Renewable hydrogen will benefit from California Carbon Credits

•       Price competition from industrial gas companies

Phase 1 CEC Renewable Hydrogen Fuel Program

In co-operation with the CEC, HyGen proposes initially to build and operate three hydrogen fueling stations.  Management anticipates that these stations will come online by December 2016 to accommodate the release of FCEVs from Toyota, Honda and Hyundai.  CEC is funding up to $5.3M of equipment and installation costs for three stations, and up to $100,000 of operation and maintenance costs per station per year for three years.  HyGen has letters of intent from over 20 station owners in priority locations, two of which have signed definitive long term contracts with us, who may partner with us in exchange for a percentage of hydrogen sold. After the first three year period, HyGen plans to give station owners an option to acquire the equipment with HyGen taking a maintenance contract and a royalty on hydrogen sales.  HyGen also plans to offer to install more advanced systems and extend the existing percentage royalty deal.  It is anticipated that each station will operate at a profit in this pilot-program phase.  The CEC project, in which HyGen is participating, expects to use non-proprietary equipment from several established vendors.  No technology advancements are required to complete this project and HyGen is not contributing any intellectual property. Maximum hydrogen production per station is anticipated to be 130 kg per day.  We believe that a volume electrolyzer purchase will allow for significant reduction in overall costs.  Each system will cost approximately $2.3M installed, as illustrated in the following table prepared by HyGen management and submitted to the CEC:

Equipment	Install
Electrolyzer  (HyGen proprietary specifications)- include main electrical power Circuit Breaker box	Permits etc.
Fuel dispenser (based on dual 350/700 Bar FTI quote)	Freight
Metering systems	Fuel dispenser third party commissioning
Compressed H2 gas storage tank(s)- 6,667 PSI (103 kg)	Fuel dispensing unit- vendor service cost
Compressor	Freight for fuel dispenser unit
Pressure boost sub-system	Electrolyzer start-up & commissioning
Control system with Electric Utility 'Smart Grid' interface & remote monitoring system and sensors (e.g., cameras)	Electrolyzer recommended spare parts
Piping and other misc. hardware	Electrolyzer 1 Year consumable supplies
Special safety equipment	Other misc. freight & storage costs
Contingency	Site unique design (labor)- not incl. software
	Unique software modifications for site
	Installation labor (includes site preparation)
	System inspection & testing
	AC Power utility transformer & power hook-up for all station equipment (see comments)
	Contingency
Hardware cost $1,914,106	Install cost $450,370
Total System $2,364,476(full-breakdown available upon request)

System Cost CEC Project

Renewable electricity is expected to be sourced via merchant contracts.  Initially, we do not expect to be able to negotiate a PPA from the outset of the CEC Phase 1 project.  Management believes that after the second year of operation, the Company's electricity usage will become established and a PPA will be feasible.

 

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Program highlights:

• $46.6 million funded

• 28 stations funded throughout California

• Operation & Maintenance costs funding available in addition to main award

• Preference for stations in Priority locations (as defined by CEC)

Second Generation System

Second Generation ("Gen 2") systems are expected to integrate best-of-breed electrolyzer stack technology by Giner, Inc., a leading United States PEM company and our strategic partner.  Giner's electrolyzer business deals mostly with government and military customers in the United States, while in Europe Giner has installed its products in Germany, France, Spain and the United Kingdom in various applications ranging from Bio-Methanation of CO₂, to energy storage to mobility.  Giner has also sold thousands of units worldwide for laboratory H₂ applications.  Phase 1 Systems currently being integrated for California refueling stations are modular in design with up to three cell stacks delivering 195 kg of H₂ per day.  HyGen and Giner expect that Gen 2 systems, will be based on 1 MW stacks which each deliver 207 Nm3/h of H₂ or 450kg/day.  We believe that these stacks can be configured on a 40 inch container to deliver the fuel requirements of 150 cars per day without considering the buffer storage, making it viable to dispense 1,000 kg/day in a very small form factor servicing 300+ cars per day per station.  All of Giner's electrolyzer stacks are capable of delivering an efficiency of at least 46kwh/kg (85%+ HHV Efficiency) at 600 psi or more.  For the last 15 years Giner has had a very close partnership with General Motors, characterizing and helping develop the best in class membrane electrode assembly's ("MEA's") and materials needed for fuel cell stacks which will ultimately power General Motors' FCEVs.

Efficiency gains in the region of 10-20% are anticipated and the form-factor of Gen 2 units is expected to be reduced to around the size of a commercial refrigerator.  HyGen is in negotiations to obtain exclusive rights to market Giner's PEM electrolyzer stacks for hydrogen fuel stations in the United States. The target price is $1.9M installed.

Gen 2 system goals:

•               Reduce cost of 390kg/day cell stack system price to $995k in 100 unit quantities

•               Improve system efficiency to at least 46kwh/kg at 600 psi or more

Although this plan does not include revenue projections for the sale and maintenance of these branded systems, we believe a market will undoubtedly exist should FCEVs become popular.  There are approximately 220,000 gas stations nationwide and most studies suggest that at least one-third of them would require an on-site generator or electrolyzer to enable hydrogen fueling capability, given their location vis a vis other sources of hydrogen.

Phase 2 Gen 2 System Deployment

Given the reliability that Giner products have demonstrated over the past two decades with Department of Defense, NASA, Department of Energy and other government agencies, management believes that HyGen will have the advantage of several years' of data collection and an operational performance record of on-site hydrogen generating equipment at multiple locations before the expected general expansion phase for hydrogen fuel begins.  We expect that our electrolyzer system will have been specially designed for deployment at gas stations and staff will have experience in permitting, installation, operating and maintenance.  In addition, we anticipate that HyGen will have established a track record of significant renewable power usage.

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There are a number of possible scenarios for FCEV adoption:

Market Response to FCEVs	Likely Scenario	HyGen Action
Low uptake (worst possible case)	Auto manufacturers sell a few thousand FCEVs in 2015 and abandon the technology in favor of an alternate ZEV	HyGen services these vehicles and sells off the equipment, returning the balance of cash to investors.
Moderate uptake	FCEV sales are promising but lack of infrastructure hampers more explosive growth	HyGen's expansion Phase is delayed until conditions improve. Seek additional funding from CEC to deploy more stations
High uptake (best case)	Customers embrace FCEVs, Demand for hydrogen struggles to keep pace with vehicle sales	HyGen is well placed to meet customer demand and access capital markets to fund an aggressive expansion phase

Market Analysis

ZEV Comparison.  Two vehicle types qualify as zero emission for the State of California's Advanced Clean Car Program: battery electric and hydrogen fuel cell.  Tesla Motors has earned praise for its Model S and attracted considerable investor attention.  We believe it is clear that Tesla Motors has raised the profile of ZEVs.  Management believes this will benefit FCEVs and HyGen.

Tesla chief executive officer Elon Musk is well documented in his dismissal of FCEVs and this is not surprising.  Lack of hydrogen infrastructure explains Tesla's insistence on a "battery-only" strategy.  However, battery electric and fuel cell vehicles share a majority of the same components.  Both use an electric motor to propel the car and either a battery or fuel cell to provide the electricity.  HyGen has no insight into Tesla's "Plan B" when hydrogen stations proliferate, but it would seem negligent of Tesla to have no medium term plan to offer a fuel cell option for the company's vehicles.  The efficiency of an electric motor over an internal combustion engine is not in debate.  Electric vehicles convert about 59-62% of the electrical energy to power at the wheels-conventional gasoline vehicles only convert about 17-21% of the energy stored in gasoline to power at the wheels.  Source Department of Energy, http://www.fueleconomy.gov/feg/evtech.shtml.

Electricity is an excellent energy transport medium but storage remains a challenge.  According to the United States Energy Information Administration ("EIA"), the average American household uses 11,280 kWh.  This equates to 1.28 kilowatts per hour of constant average use or 31 kWh per day.  The Tesla Model S has two battery options, a 60 kWh and an 85 kWh. Driving a Tesla for one hour requires about the equivalent of double the entire daily electricity usage of the average American household-more for other countries.  Storing this amount of electricity is problematic, requiring large batteries.  The smaller of the two Tesla batteries weighs a half ton (1000lbs).

Summary of BEV challenges:

• Weight versus range

• Refueling time

• Lithium-ion battery cost

• Grid capacity

• Battery technology advancement lags behind other components

Weight versus Range Trade-off.  BEV batteries for medium-size vehicles with moderate range are massively heavy. Tesla is probably the leader when it comes to BEV technology, both in terms of price and performance.  We believe it is clear that Tesla achieves its range by adding additional weight to the vehicle.  In comparison, the approximate weight of a fuel cell stack (Honda Clarity 2013 FCX), hydrogen tank and li-ion battery is approximately 50% less than Tesla's 85 kWh battery option.  The approximate weight of Tesla's 85 kWh battery is 1,200 pounds or 540 kg.  Clearly, the additional weight cripples efficiency.

Refueling/Recharging Time.  Recharging time is the Achilles' heel for a battery powered vehicle.  If the intent is to go further than the shortest of trips (75 miles), a larger battery is required.  Tesla claims decent range but pays the penalty with a larger battery.  Normal charging (after installing expensive home charging

 

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equipment) is 6-10 hours. Fast charging stations, of which there are few, charge in 30-45 minutes.  Even fast-charge times are totally impractical and concern remains about battery longevity and fast-charging.

240 mile charge for Tesla Model S 60 kWh battery
Standard 110 volt 12 amp	67.32 hours
NEMA 240 volt 24 amp	12.45 hours
NEMA 240 volt 40 amp	7.28 hours
High power 240 volt 40 amp with 2 chargers	3.44 hours

Tesla Charging Times

Tesla has partnered with SolarCity to upgrade customers' garages with additional charging capability. Residential grids do not have the capacity to support mass adoption of these vehicles and infrastructure will require upgrading.

Lithium-ion battery cost.  McKinsey Research estimates 2012 lithium-ion battery costs at $500-600 per kWh.  At $550, the smaller of the Tesla battery options would be $33,000.  Tesla does not release battery component costs but followers of the space credit the company with a cost advantage over the competition.  In an interview with Barron's (summer 2013), Mr. Musk is quoted as saying "improvements will cut the cost of the Model S battery to $10,000-$12,000."  Source http://www.mckinsey.com/insights/energy_resources_materials/battery_technology_

charges_ahead.

Tesla's future target of $11,000 ($183 kWh) can be compared to the projected 2017 future cost of mass-produced fuel cells.  According to the DOE, the 2017 predicted cost for fuel cell stack, including the BOP, is $30 per kWh ($47 kWh for 2012).  A typical fuel cell is 100 kWh.  Therefore, the mass-production cost is anticipated to be $3,000 per fuel cell.  Additional costs need to be factored for the 1.5 kWh hour lithium-ion battery and hydrogen storage tank but the gulf is still large even without factoring in the auto manufacturers' profit and dealer markup.

BEVs and FCEVs will compete for share in California's ZEV market starting in 2015. Three key factors will influence customer purchasing: (1) price, (2) range, and (3) refueling time.

BEVs will be more expensive and have a much shorter range.  If the auto dealership can convince the customer that they will never need to travel more than the range of the vehicle during its lifetime, then BEVs have a shot at the lion's share of ZEV sales. Otherwise, we believe FCEVs will prevail.

Industrial / Fossil Fuel Hydrogen.  According to the Clean Energy States Alliance, between 9M and 11M metric tons of hydrogen are produced each year in the United States.  The majority of production is used as an industrial gas and not as an energy carrier for stationary power and transportation markets.  Commercially produced hydrogen uses include oil refining (hydro-treating crude oil as part of the refining process to improve the hydrogen to carbon ratio of the fuel), food production (hydrogenation), metal treatment, ammonia fertilizer production and many other industrial uses.  The majority of today's hydrogen is created by steam methane reformation ("SMR"), chiefly from natural gas, which is primarily methane.  SMR can also be used in distributed hydrogen generation and should be considered a competitive source to HyGen's electrolysis method, which utilizes renewable electricity rather than natural gas in the production process.  It must be noted that on-site pollution generated by the SMR process may face fines from local air districts and earn little or no carbon credits. 

SMR is not without issues.  In the past, the CEC has awarded funding for SMR hydrogen stations but these stations have not been permitted as safe to operate by any of the State's fire marshals.  Specific concerns include delivery of large quantities of hydrogen (1,000 kgs+) for above ground storage at 12k psi.  HyGen does not have this problem.  Some of the leading players in this industry include Air Liquide, Praxair, Linde and Air Products.

According to the Clean Energy States Alliance, in the current hydrogen market, deliveries of industrial-grade high purity (99.95%+) hydrogen at medium to large volumes are typically priced at around $17-21 per kilogram, plus freight, rental, and hazmat charges. For smaller volumes of between four and 15 kilograms, hydrogen gas costs are estimated to vary widely from $21-83 per kilogram depending on service model, delivery frequency, and distance from the gas supplier fill plant (Cohen and Snow, 2008).

Fuel cell applications require a higher level of hydrogen purity than is typical for many industrial applications and, accordingly, often entail higher costs of delivery.  The hydrogen market is divided into two segments, captive and merchant.  Captive production hydrogen is used on-site, such as at oil refineries.  Merchant hydrogen is produced for delivery to other locations as an industrial gas.

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Type	2009	2010	2011	2016
Captive	6,224	5,662	5,579	5,825
Merchant	1,908	3,007	3,379	4,770
Total	8,245	8,948	9,303	11,209

United States Hydrogen Production per metric ton (1000kg)

(Source http://www.hydrogen.energy.gov/pdfs/12014_current_us_hydrogen_production.pdf)

According to the California Fuel Cell Partnership, as of November 2015, only nine retail public hydrogen stations exist in the State of California. Total breakdown of hydrogen stations for transportation fuels are: All (58) | Retail (4) | In Development (45) | Non-retail (9).

Source California Fuel Cell Partnership http://cafcp.org/stationmap

Renewable Electricity.  Large commercial electricity users often buy their electricity from "energy service providers" instead of the utility companies.  This process is known as "direct access."  Direct access allows volume electricity customers to purchase electricity directly from any electricity supplier in the competitive wholesale power market instead of from their utility.  However, even with direct access, the electricity is still delivered by the utilities and a transport and distribution fee is charged.

Our planned three station pilot program is expected to use renewable energy purchased directly from investor-owned/municipal utilities.  An alternative solution is to use Direct Access Renewable Energy Certificates ("REC")/Merchant Contract with local utilities to buy renewables.  RECs allow for purchase of renewables even where local utilities do not offer renewable contracts.

Production Phase.  With 100 stations, management believes HyGen would be the largest buyer of renewable power - (18 MWh per station for 390 kg system = 1.8 GWh/day).  Buyers of renewable electricity on this scale are rare and the Company expects to eventually be in a position to negotiate PPAs directly with energy producers.

The production of hydrogen via electrolysis effectively "stores" electricity, making a market for off-peak renewables such as wind power.  The ability for HyGen to purchase off-peak energy (that would ordinarily not be produced) would add to the bottom line for producers and could make marginal projects feasible.

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Automotive Manufacturers

Expected start of retail FCEV sales
Toyota	2015 (currently available with demand outpacing supply)
Honda	2016 (pilot lease program since 2008)
Hyundai	2015 (currently available with demand outpacing supply)
GM	2016
Nissan	2018 or later
Ford	2018 or later
Daimler	2018 (previously ran a pilot F-Cell lease program)

FCEV Roll-out Timetable

Honda-Model Clarity FCX.  Honda released the 2013 FCX as a lease program in the Southern California market.  Although the vehicles were hand-built, Honda claimed the car was capable of being mass-produced and sold at a price comparable with high-end hybrids.  The lease program was by application only to residents of Torrance, Santa Monica, and Irvine (determined by hydrogen station proximity). 

Improvements over the previous Clarity FC  model:

•         Over 397 pounds lighter

•         120% better power-to-weight ratio

•         20% more fuel efficient

•         45% more compact and 10% more energy-efficient

Honda is expected to release a mass-production new Clarity model in Spring 2016.

Miles-Per-Kilogram (City/Highway/Combined)	60 / 60 / 60
Driving Range	240
Fuel Capacity / Tank Pressure	3.92 kg @ 5000psi
Proton Exchange Membrane Fuel Cell (PEMFC)	Standard
Power Output	100kW
Fuel Cell Stack Weight (lbs)	148
0-60 mph	9.7 sec
Top Speed	100 mph

Honda Clarity 2013 FCX Specifications

Hyundai-Model ix35 (Tucson in US) Fuel Cell.  The 2013 model ix53 (Tucson) FCEV is Hyundai's third generation fuel cell offering.  The company claims "World's first series production FCEV."  Shipping in limited quantities to Europe, Hyundai plans to manufacture "1000 vehicles in 2015 and 10,000 soon after."  (Source: http://www.hyundai.co.uk/about-us/environment/hydrogen-fuel-cell)  Hyundai's Byung-Ki Ahn (Principal Engineer & General Manager, Fuel Cell Group) believes a 20-30% price premium above conventional vehicles is the most consumers will be happy to pay for an early FCEV.  According to Hyundai's website, the vehicles have logged two million miles in some of the most extreme driving conditions on Earth-from the Death Valley to the Baltic ice fields of Sweden.

Miles-Per-Kilogram (City/Highway/Combined)	60 / 60 / 60
Driving Range	369
Proton Exchange Membrane Fuel Cell (PEMFC)	Standard
Power Output	100kW
0-62 mph	12.5 sec
Top Speed	99 mph

Hyundai ix35 FCEV Specifications

At the November 2013, Los Angeles Motor Show, Hyundai announced a 2014 lease program for its Tucson FCEV.  The South Korean automaker offers the car on a $499 a month, 36-month lease with a $2,999 down payment and free hydrogen for the life of the lease.  Currently, the company is no longer taking inquiries due to over-subscription.  (Source http://www.latimes.com/business/autos/la-fi-hy-auto-show-hyundai-tucson-debut-20131120,0,50557.story#ixzz2lVz3NTuu)

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Toyota-Mirai.  Toyota unveiled its 2015 FCEV offering at the November, 2013 Tokyo Motor Show and began selling it in the fourth quarter of 2015.  In the American market, the 2016 model year Toyota Mirai will start at US$57,500 before any government incentives, and a leasing option for 36 months will be available with a US$3,649 down payment and a lease rate of US$499 per month.  Several states have established incentives and tax exemptions for fuel cell vehicles.  As a zero-emission vehicle ("ZEV"), the Mirai will be eligible for a purchase rebate in California of US$5,000 through the Clean Vehicle Rebate Project. The existing federal tax credit for fuel cell vehicles expired on December 31, 2014.

Daimler-Model F-Cell B Series.  Mercedes F-Cell B Series disclosed a lease program similar to Honda in California. Mercedes reportedly plans to introduce its first hydrogen fuel cell vehicle at the 2017 Frankfurt Motor Show. The car is expected to be based on the automaker's 2016 GLC and is anticipated to hit showrooms in Europe in 2018 as the GLC F-Cell.

General Motors.  General Motors ("GM") is an acknowledged leader in fuel cell technology, ranked number one in total fuel cell patents filed between 2002 and 2012 (Giner developed).  GM has developed several fuel cell vehicles since the late 1960s.  Its Project Driveway program, launched in 2007, has accumulated nearly three million miles of real-world driving in a fleet of 119 hydrogen-powered vehicles.

Station Recruitment

HyGen has recruited partner stations to participate in future CEC programs.  We believe our business model of revenue sharing in exchange for siting electrolysis equipment at gas stations compares favorably with profits from gasoline sales.  However, we expect station owners to become more aggressive in revenue-share demands as hydrogen sales increase and other vendors appear with HyGen-like proposals.  In addition, the potential exists to sell HyGen branded systems to owners with sufficient wherewithal to finance and execute their own renewable energy contracts.

Acquisition Strategy

The Company is actively seeking strategic acquisitions for which a portion of the estimated net proceeds from this offering will be used.  For example, we are currently in discussions to acquire a division of a company engaged in the design and manufacture of devices that create and store hydrogen fuel (the "Acquisition Candidate").  The Acquisition Candidate manufactures an electrolyzer with the ability to produce oxygen and hydrogen gas at differential pressures from the stack and at high pressure directly from the stack (up to 5,000 psi).  The Acquisition Candidate is profitable and supplies electrolyzers and hydrogen generation stacks to entities in both the public and private sectors, in Europe, United States and other regions of the world.  The Acquisition Candidates' advanced technology is believed by our management to give it a unique competence to produce ultra-lightweight, ultra-efficient electrolyzers and fuel cells.  The Acquisition Candidate specializes in designing and producing electrolyzers and other state-of-the-art hardware and software for on-site hydrogen gas generating systems.  By acquiring a significant equity stake in the Acquisition Candidate, HyGen management believes that we would benefit from (1) access to the most efficient electrolyzer technology in the world to support, among other things, our planned development of hydrogen fueling stations for vehicles, (2) participation in the existing and future revenue streams of the Acquisition Candidate's worldwide business in the growing hydrogen fuel and fuel cell infrastructure industry, and (3) participation in the appreciation in value that may potentially be realized by a larger enterprise engaged in several segments of the hydrogen industry, and researching and developing new technology and products for that industry.  We anticipate that up to approximately $10,000,000 of the estimated net proceeds from this offering would be used to purchase equity in and further capitalize the Acquisition Candidate or another business acquisition we may select.

Competition

The investment in renewable hydrogen fuel to date in California has been led primarily by the state government with industrial gas suppliers, such as Air Products, Linde, and Air Liquide.  Only a handful of investments have been made by what we might consider a third party developer (e.g., Hydrogen Frontiers) who does not also serve as a vendor of equipment.  We do not currently own any intellectual property or proprietary technology for the distributed generation of hydrogen.  Many companies manufacture electrolyzers and there is nothing we can do to prevent competitors from replicating our strategy.  We expect competition to intensify further in the future.  Current and new competitors can launch new products and can compete in the market place.  Electricity is the largest percentage of cost of goods sold (COGS).  Access to renewable electrical power at favorable prices will be a key factor in our success.  Competitors will need to execute large

 

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multi-megawatt PPAs to maintain a competitive position.  In addition to water electrolysis, strong competition will emerge from industrial gas companies, utilizing a centralized distribution model.  Industrial gas companies may be able to supply hydrogen to station owners at a lower cost than HyGen can profitably generate the hydrogen gas in on-site tanks.  In addition, large multi-national gas companies may subsidize the cost of hydrogen in an attempt to discourage the generation of hydrogen from clean, renewable sources. HyGen will devote a percentage of overhead toward lobbying state government to promote and incentivize clean, renewable hydrogen. Management believes we can compete effectively, but we cannot assure that competition will not impair the maintenance and growth of our planned businesses.

Government Regulation

The Company will be subject to government regulations in the conduct of its business which tend to increase costs and potentially have a material adverse impact on the Company's operating results, financial condition and business performance, including but not limited to (1) employment laws generally applicable to all businesses, including laws covering wages, working conditions, health, safety, working hours and similar matters, (2) laws designed to protect the environment, including those applicable to energy operations, (3) laws enforced by the Federal Trade Commission ("FTC") and equivalent state agencies governing advertising and representations made by businesses, and (4) laws enforced by the Department of Energy and equivalent state agencies.  Compliance with laws, rules and regulations applicable to conducting commerce on the Internet is also a challenge for the Company.  See "RISK FACTORS - Our business is subject to various government regulations."

Employees

As of December 31, 2015, we had no full-time employees and five independent contractors, three of whom are executive officers of HyGen Industries.  We plan to actively hire employees at such time as the Company has sufficient capital or financing to fund the expanded launch of its business plan.

Property

We are a virtual company and currently lease no office space.  Our address at 11693 San Vicente Boulevard, Suite 445, Los Angeles, California 90049 is a mailing address.

Seasonality

Our operations may be materially affected by seasonality.  Hydrogen fuel is likely to have higher sales volumes during the spring and summer months and holidays when drivers are more likely to be on the roads. Lower sales volumes may be experienced at other times during the year.  Fuel consumption may, however, be adversely affected by weather conditions such as cold or excessively warm temperatures and excess wetness or drought, to the extent that weather affects travel patterns.

RISK FACTORS

The purchase of shares of our common stock involves substantial risks.  Each prospective investor should carefully consider the following risk factors, in addition to any other risks associated with this investment, and should consult with his own legal and financial advisors.

Cautionary Statements

The discussions and information in this Offering Circular may contain both historical and forward-looking statements.  To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us in forward-looking statements.  We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results to differ from our current expectations.  The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance of our renewable hydrogen fueling stations, unrecoverable losses from theft, intense competition for customers, supplies, and government grants, including entry of new competitors, lack of demand for renewable hydrogen fuel, adverse federal, state, and local government regulation, absence of suitable sites for station installation,

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unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving us or our employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of our operating results and financial condition, adverse publicity and news coverage, the failure of business acquisitions to be successful or profitable, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be alluded to in this Offering Circular or in other reports issued us or third party publishers.

Risks Relating to Business

We have a limited operating history and have yet to earn a profit because we have earned no operating revenue from the sale of hydrogen fuel, which makes it difficult to accurately evaluate our business prospects.  We have limited assets, limited operating history and have no operating revenues to date. Thus, our proposed business is subject to all the risks inherent in new business ventures. The likelihood of success of our must be considered in light of the expenses, complications and delays frequently encountered with the start-up of new businesses and competitive environment in which start-up companies operate.

We have only conducted a limited number of market studies.  We have only conducted limited formal market studies concerning the demand for our proposed renewable hydrogen fueling stations.  There is no independent confirmation of public acceptance of the concept; however, management believes the public acceptance of renewable hydrogen fueling stations will be favorable based on their internal research and experience.

Our business plan is speculative.  Our planned businesses are speculative and subject to numerous risks and uncertainties.  The design and development of our proposed renewable hydrogen fueling stations may not succeed in creating any commercial products or revenue due to functional failure, lack of acceptance or demand from the marketplace, absence of hydrogen powered vehicles. technological inefficiencies, competition, or for other reasons. The demand for renewable hydrogen fueling stations is uncertain, even if favorable legislation progresses.  The burden of government regulation on renewable hydrogen industry participants is uncertain and difficult to quantify.  There is no assurance that we will ever earn revenue or a profit.

There is no assurance that any of our research and development activities will result in any proprietary technology or commercial products.  As discussed, we plan to develop new proprietary products and services for renewable hydrogen, either organically or through strategic business acquisitions.  The development efforts for these products may fail to result in any new commercial technology, products or services, or any proprietary or patentable technology. The products may not work, competitors may develop and sell superior products performing the same function, or industry participants may not accept or desire those products.  We may not be able to protect our proprietary rights, if any, from infringement or theft by third parties.  Government regulation may suppress or prevent marketing and sales of those products, even if they can be commercialized.  We may have inadequate capital to successfully execute this aspect of our business plan.

Financial projections included with this Offering Circular may prove to be inaccurate.  Financial projections concerning our estimated operating results may be included with the Offering Circular.  Any projections would be based on certain assumptions which could prove to be inaccurate and which would be subject to future conditions, which may be beyond our control, such as general industry conditions.  We may experience unanticipated costs, or anticipated revenues may not materialize, resulting in lower operating results than forecasted.  We cannot assure that the results illustrated in any financial projections will in fact be realized by us. 

We may not be able to successfully compete against companies with substantially greater resources.  The renewable hydrogen industry is intensely competitive and we expect competition to intensify further in the future.  We will be subject to competition from well-established renewable hydrogen companies that have all necessary government permits.

We may be required to collect sales and other taxes.  New excise taxes may be imposed on the sale and production of renewable hydrogen by federal and state taxing authorities, suppressing sales.  New government tax regulations may require that we as the supplier be responsible to collect those excise taxes, increasing our costs and risks.  We expect to file quarterly sales tax returns with the State of California. 

 

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We cannot assure that we will earn a profit or that our renewable hydrogen fueling stations will be accepted by consumers.  Our business is speculative and dependent upon acceptance of our renewable hydrogen fueling stations by consumers, and the availability and demand for hydrogen vehicles.  Our operating performance will be heavily dependent on whether or not we are able to earn a profit on the sale of our planned renewable hydrogen fuel.  We cannot assure that we will be successful or earn any revenue or profit, or that investors will not lose their entire investment.

Our business is subject to various government regulations.  We are subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general.  We are qualified to do business in one state in the United States, and our failure to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties for the failure to qualify, and could result in our inability to enforce contracts in such jurisdictions.  Any such new legislation or regulation, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have a material adverse effect on our business, results of operations, and financial condition.

We may not have adequate capital to fund our business.  We will have limited capital available to us, to the extent that we raise capital from this offering.  If our entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, and business performance would be materially adversely affected.  We cannot assure that we will have adequate capital to conduct our business.

We may incur uninsured losses.  Although we maintain modest theft, casualty, liability, and property insurance coverage, along with workmen's compensation and related insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business.  In particular, we may incur liability if one of our renewable hydrogen fueling stations is deemed to have caused a personal injury.  Should uninsured losses occur, the holders of our common stock could lose their invested capital.

We will be subject to potential litigation.  As a manufacturer and seller of commercial goods, we will be exposed to the risk of litigation for a variety of reasons, including product liability lawsuits, employee lawsuits, commercial contract disputes, government enforcement actions, and other legal proceedings.  We cannot assure that future litigation in which we may become involved will not have a material adverse effect on our financial condition, operating results, business performance, and business reputation.

We cannot assure that we will have the resources to repay all of our liabilities in the future.  We have liabilities and may in the future have other liabilities to affiliated or unaffiliated lenders.  These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us.  We cannot assure that we will not incur debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability.  Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business.  We may utilize purchase order financing from third party lenders when we are supplying or distributing goods, which would increase our costs and the risks that we may incur a default, which would harm our business reputation and financial condition.  We cannot assure that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.

We may incur cost overruns in the development, production and distribution of our products.  We may incur substantial cost overruns in the development of renewable hydrogen fueling stations.  Management is not obligated to contribute capital to us.  Unanticipated costs may force us to obtain additional capital or financing from other sources, or may cause us to lose our entire investment in us if we are unable to obtain the additional funds necessary to implement our business plan.  We cannot assure that we will be able to obtain sufficient capital to successfully continue to implement our business plan.  If a greater investment is required in the business because of cost overruns, the probability of earning a profit or a return of the shareholders' investment in us is diminished.

We will compete with other hydrogen fuel industry participants for California monetary grants through the California Energy Commission (CEC) or other state agencies.  While we intend to continue to apply for periodic grants offered by the CEC and other California state government agencies, there is no assurance that we will be granted any of them.  Larger well-funded hydrogen industry participants with more capital and management resources than us will intensely compete for grants, and may prevail over us in obtaining them.  It is also possible that the state legislature could revoke California's hydrogen

 

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infrastructure program prior to 2020, which would impair our ability to design, install, and operate additional fueling stations and could make us less competitive with other industry participants with significantly more capital than us. 

If we are unable to pay for material and services timely, we could be subject to liens.  If we fail to pay for materials and services for our business on a timely basis, our assets could be subject to material men's and workmen's liens.  We may also be subject to bank liens in the event that we default on loans from banks, if any.

Directors and officers have limited liability.  Our bylaws provide that we will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by California law.  If we were called upon to perform under our indemnification agreement, then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

If we were to lose the services of our key personnel, we may not be able to execute our business strategy.  Our success is substantially dependent on the performance of our executive officers and key employees.  The loss of any of our officers or directors would have a material adverse impact on us.  We will generally be dependent upon Paul Staples, Paul Dillon, James Provenzano, W. Woodland Hastings, and Glenn Rambach, for the direction, management and daily supervision of our operations. 

If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.  Our performance will be largely dependent on the talents and efforts of highly skilled individuals.  Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization.  Competition for such qualified employees is intense.  If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively.  In addition, our future success will depend in large part on our ability to retain key consultants and advisors.  We cannot assure that any skilled individuals will agree to become an employee, consultant, or independent contractor of HyGen.  Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

We have only one independent director.  Currently, the members of our board of directors are Paul Staples, Paul Dillon, Alexander Kolb, Richard Capua, James Provenzano, W. Woodland Hastings, Glenn Rambach, and Dr. Woodrow Clark II.  Only one of our directors, Alexander Kolb, is considered an "independent director," as defined under Financial Industry Regulatory Authority, Inc. ("FINRA") listing standards and Nasdaq Marketplace Rules.  Currently we do not have any committees of the board of directors.  We plan to form audit and compensation committees in the future, but may need to add one or two independent directors with financial acumen before we can form those committees.

The consideration being paid to our management was not based on arm's length negotiation.   The common stock and cash consideration paid or being paid by us to our management have not been determined based on arm's length negotiation.  While management believes that the consideration is fair for the work being performed, we cannot assure that the consideration to management reflects the true market value of its services. 

Our bylaws may be amended by our board and our articles and bylaws may be amended by a majority vote of our shareholders.  Under the California Corporations Code, a corporation's articles of incorporation may be amended by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and a majority of the outstanding shares of each class entitled to vote as a class, unless the certificate requires the vote of a larger percentage of shares.  Our Articles of Incorporation do not require the vote of a larger percentage of shares.  As permitted under the California Corporations Code, our bylaws give our board of directors the power to adopt, amend, or repeal our bylaws.  Our shareholders entitled to vote have concurrent power to adopt, amend, or repeal our bylaws.

Risks Related to the Offering

There is no minimum capitalization required in this offering.  We cannot assure that all or a significant number of shares of common stock will be sold in this offering.  Investors' subscription funds will be used by us as soon as they are received, and no refunds will be given if an inadequate amount of money is raised from this offering to enable us to conduct our business.  Management has no obligation to purchase shares of common stock.  If we raise less than the entire amount that we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements.  We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us.  Under such circumstances,

 

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investors in our common stock could lose their investment in us.  Furthermore, investors who subscribe for shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for shares later in the offering as subscriptions approach the maximum amount.

We determined the price of the shares arbitrarily.  The offering price of the shares of common stock has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value.  We cannot assure that price of the shares is the fair market value of the shares or that investors will earn any profit on them.

Risks Related to Our Common Stock

If we issue additional shares of our stock, shareholders may experience dilution in their ownership of us.  We are authorized to issue up to 490,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.  We have the right to raise additional capital or incur borrowings from third parties to finance our business.  Our board of directors has the authority, without the consent of any of our stockholders, to cause us to issue more shares of our common stock and preferred stock.  Consequently, shareholders may experience more dilution in their ownership of us in the future.  Our board of directors and majority shareholders have the power to amend our certificate of incorporation in order to effect forward and reverse stock splits, recapitalizations, and similar transactions without the consent of our other shareholders.  We may also issue net profits interests in HyGen.  The issuance of additional shares of capital stock or net profits interests by us would dilute shareholders' ownership in us.

We cannot assure that we will pay dividends.  We do not currently anticipate declaring and paying dividends to our shareholders in the near future.  It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our capital base and our potential to acquire other businesses.  Prospective investors seeking or needing dividend income or liquidity should therefore not purchase shares of our common stock.  We cannot assure that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors.

Our principal shareholders own voting control of HyGen Industries.  Our current officers, directors, founders, and principal shareholders currently own a total of 9,900,000 shares of our common stock or 99% of the total issued and outstanding capital stock of the Company.  Our principal shareholders will own approximately 70.7% of the outstanding votes assuming that 4,000,000 shares of common stock are issued pursuant to this offering.  These shareholders are able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock.  This concentration of ownership may not be in the best interests of all of our shareholders.

We cannot assure that a public trading market for our common stock will ever be established.  At present, there is no active trading market for our securities, and we cannot assure that a trading market will develop.  Our common stock has no trading symbol.  In order to obtain a trading symbol and authorization to have our common stock trade publicly, we must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority ("FINRA"), of which there is no assurance, before active trading of our common stock could commence.  If our shares of common stock ever publicly trade, they may be relegated to the OTC Pink Sheets or an Alternative Trading System (an "ATS").  The OTC Pink Sheets and ATS' provide significantly less liquidity than the OTC-QB and OTC-QX Markets, the NASDAQ automated quotation system, or the NASDAQ Capital Market.  Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original price or at any price.

Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us.  We are required to establish and maintain appropriate internal controls over financial reporting.  Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations.  In addition, management's assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors.  Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management's assessment of our internal controls over financial reporting or disclosure of our public accounting firm's attestation to or report on management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

 

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Our common stock would be subject to the "Penny Stock" rules of the Securities and Exchange Commission if it were publicly traded, and may be difficult to sell.  Our shares of common stock are "penny stocks" because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act.  For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person's account for transactions in penny stocks and that the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.  The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which sets forth the basis on which the broker or dealer made the suitability determination and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.  Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

•     control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

•     manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

•     boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

•     excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

•    the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive, within the confines of practical limitations, to prevent the described patterns from being established in our shares of common stock.  The occurrence of these patterns or practices could increase the volatility of our share price.

DIVIDEND POLICY

We have not declared or paid any cash dividends and do not intend to pay cash dividends in the near future on our shares of common stock.  Cash dividends, if any, that may be paid in the future to holders of common stock will be payable when, as and if declared by our board of directors, based upon the board's assessment of our financial condition, our earnings, our need for funds, whether any preferred stock is outstanding, to the extent the preferred stock has a prior claim to dividends, and other factors including any applicable laws. We are not currently a party to any agreement restricting the payment of dividends. 

CAPITALIZATION

The following table sets forth as of June 30, 2015 (i) our capitalization and (ii) our capitalization as adjusted to reflect the sale of 4,000,000 shares at a purchase price of $5.00 per share in this offering, and the application of the estimated net proceeds from this offering as described under "USE OF PROCEEDS."

 

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	June 30, 2015  (Unaudited)
	Actual	As Adjusted (1) (Unaudited)
Long Term Debt:	$0	$0
Shareholders' Equity:
Common Stock, par value $0.001 per share, 490,000,000 shares authorized,  10,000,000 shares issued (2),  14,000,000 shares issued, as adjusted (3)	$10,000	$14,000
Preferred Stock, par value $0.001 per share, 10,000,000 shares authorized, No shares issued or outstanding, No shares issued or outstanding, as adjusted	- 0 -	- 0 -
Additional Paid in Capital	$170,594	$18,066,594
(Accumulated Deficit)	($232,308)	($232,308)
Total Shareholders' Equity (Deficit)	($51,714)	$17,848,286
Total Debt and Shareholders' Equity (Deficit)	($51,714)	$17,848,286

(1) The capital to be raised from the placement of the shares of common stock is expected to be a potential maximum of $20,000,000.  The actual capitalization is adjusted to reflect the assumption that 4,000,000 shares of our common stock are issued for $20,000,000 of capital pursuant to this offering, with $2,100,000 deducted for the estimated offering costs for the placement of the common stock.

(2) Includes, as of June 30, 2015, 2,700,000 shares of common stock owned by Paul Staples, our chairman and chief executive officer, 1,000,000 shares of common stock owned by Paul Dillon, our chief financial officer, secretary, vice president of business development, and a director, 3,200,000 shares of common stock owned by Richard Capua, our vice chairman and executive vice president, 1,000,000 shares of common stock owned by W. Woodland Hastings, our chief environmental officer and a director, 1,000,000 shares of common stock owned by Alexander Kolb, a director, 890,000 shares of common stock owned by James Provenzano, our chief operating officer and a director, 50,000 shares of common stock owned by Glenn Rambach, our chief science officer and a director, 50,000 shares of common stock owned by Dr. Woodrow Clark II, a director, and 10,000 shares of common stock owned by Clean Air Now, a non-profit corporation of which James Provenzano is the president and W. Woodland Hastings is the secretary.

(3) The total number of shares of our common stock outstanding assumes that the maximum number of shares of common stock is sold in this offering.

DILUTION

As of June 30, 2015, the net tangible book value of HyGen was ($51,714) or approximately ($0.005) per share of common stock on a pro forma basis.  See "CAPITALIZATION."  Net tangible book value per share consists of stockholders' equity adjusted for the retained earnings (deficit), divided by the total number of shares of common stock outstanding.  Without giving effect to any changes in such net tangible book value after June 30, 2015, other than to give effect to the sale of 4,000,000 shares of common stock being offered by us in this Offering Circular, the pro forma net tangible book value at June 30, 2015 would have been $17,848,286 or approximately $1.28 per share.  Thus, as of June 30, 2015, the net tangible book value per share of common stock owned by our current stockholders would have increased by approximately $1.28 without any additional investment on their part and the purchasers of the shares will incur an immediate dilution of approximately $3.72 per share from the offering price.  "Dilution" means the difference between the private placement price and the net tangible book value per share after giving effect this offering.  The following table illustrates the dilution which investors participating in this offering will incur and the benefit to current stockholders as a result of this offering.

 

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Private Placement Price per Share (1)...............	$5.00
Net Tangible Book Value per Share before Offering..................	($0.005)
Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby...............	$1.28
Net Tangible Book Value per Share after Offering..........	$1.28
Dilution of Net Tangible Book Value per Share to Purchasers in this Offering........	$3.72

(1)   Before deduction of offering expenses.

MANAGEMENT

Executive Officers and Directors of HyGen Industries

The table below sets forth our directors and executive officers of as of the date of this Offering Circular.

Name	Position	Age	Term of Office	Approximate Hours Per Week
Paul Staples	Chairman of the Board and Chief Executive Officer		Inception to Present (1)	(2)
Paul Dillon	Director, Chief Financial Officer, Secretary, and Vice President of Business Development		Inception to Present (1)	(2)
Richard Capua	Vice Chairman and Executive Vice President/Construction Manager		Inception to Present (1)	(3)
James Provenzano	Director and Chief Operating Officer		Inception to Present (1)	(2)
W. Woodland Hastings	Director and Chief Environmental Officer		Inception to Present (1)	(3)
Glen Rambach	Director and Chief Science Officer		Inception to Present (1)	(3)
Alexander Kolb	Director		Inception to Present (1)
Dr. Woodrow Clark II	Director		Inception to Present (1)

(1) This person serves in this position until the person resigns or is removed or replaced by a duly authorized action of the Board of Directors or the shareholders.  This person has been in the indicated position with the Company since the Company's inception in August 2014, or since the date indicated, if not since inception.

(2) This person works full-time for the Company.

(3) This person works part-time for the Company, approximately 10 to 15 hours per week.

 

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Paul Staples is the founder of HyGen and has been its chairman of the board and chief executive officer since HyGen's inception in August 2014.  Mr. Staples is responsible for developing for the CEC-funded project that launched HyGen.  He recruited 40 gas stations from 12 station owners to join his plan to deploy clean renewable hydrogen infrastructure for HyGen's CEC-funded project.  Since 1990 to the present, Mr. Staples has been the principal of Staples & Associates, an environmental/marketing consulting firm with an emphasis on hydrogen energy technologies.  In 1991, with the invaluable help of the late Dr. Robert Zwieg, Mr. Staples restructured Clean Air Now ("CAN"), an inactive non-profit 501(c)(3) organization with a pioneering history in the modern-day environmental movement.  CAN was the vehicle used by Staples & Associates to fund and develop the CAN Solar Hydrogen Vehicle Project at Xerox, in El Segundo. With a newly recruited board of directors, Mr. Staples co-authored CAN's new mission statement, which the group adopted to take a pro-active approach to solving this country's air pollution and energy problems through implementation of the renewable hydrogen economy.  From 1991 to 1996, Mr. Staples was the president and executive director of CAN, and the project director and general manager of the CAN Solar Hydrogen Vehicle Project at Xerox.  He led the effort and built the team that successfully completed the project on time and under-budget. Mr. Staples also spearheaded an effort (with the invaluable support and leadership of the then SCAQMD Governing Board Member, Sabrina Schiller) to re-organize the AB2766 funding process, legislation passed by the California State Assembly to provide funds through vehicle registration fees for public/private partnerships to fund pollution reduction projects.  This effort resulted in AB2766 becoming a more effective program for funding projects to develop and deploy technologies with significant air pollution abatement impact.  In 1993, Mr. Staples co-wrote and submitted two proposals to AB2766 and the White House Technology Reinvestment Project ("TRP") for funding the CAN Solar Hydrogen Vehicle Project at Xerox. The TRP was a federal public/private partnership-funding program developed by the White House for defense conversion.  Both proposals were funded and the CAN Solar Hydrogen Vehicle Project at Xerox in El Segundo became the world's first commercially permitted solar hydrogen generating facility and hydrogen converted ICE vehicle fleet.  In 2006, Mr. Staples developed the City of Santa Monica's hydrogen vehicle and fueling infrastructure program and project for its Environmental and Public Works Department.  The project led to a five-city, six-site funded program involving the cities of Santa Monica, Burbank, Riverside, Santa Anna, and Ontario, and the South Coast Air Quality Management District headquarters.  Each location provided hydrogen fueling stations for thirty hydrogen-converted Toyota Prius Hybrids

Paul Dillon has been a director and the chief financial officer, secretary, and vice president of business development of HyGen since its inception in August 2014.  Mr. Dillon is an entrepreneur with over 35 years of experience in construction, property development, and technology-related businesses.  As a former residential real estate developer in the United Kingdom, Mr. Dillon completed several housing developments before founding ITL in 1995, an online property group with operations in the United States and the United Kingdom.  More recently from 2000 to 2008, Mr. Dillon was the vice president of business development and counter manager for Japan with a wireless semiconductor company, Pulse~LINK, Inc.  From 2008 to 2014, Mr. Dillon was an independent business development consultant in the areas of semiconductors, technology, and clean-tech start-ups.  Mr. Dillon is a published author.

Richard Capua has been a director and the executive vice president/construction manager of HyGen since its inception in August 2014.  Mr. Capua has been a general contractor since 1988.  Mr. Capua was the director of Matrix Engineers and Contractors from 1988 to 2006.  While with Matrix Engineers and Contractors, he registered with the Central Contractors Registration ("CCR") and was awarded a Commercial and Government Agency Code.  At Matrix Engineers and Contractors, Mr. Capua was responsible for the following hydrogen fuel station projects: (1) Clean Air Now/Xerox at El Segundo, prime contractor in 1994, (2) co-design, permitting, installation, and commissioning of the world's first commercially permitted solar hydrogen generating and fueling facility in 1998, (3) oversight of hydrogen ICE converted vehicle fleet (from 1994 to1998), (4) design of the Sunline Transit Hydrogen Fueling Facility located in Thousand Palms, California (from 1997 to 1999), and (5) installation of the City of Santa Monica's Hydrogen Fueling Facility in 2006).  In 2008, Mr. Capua founded Abovo Energy, a mechanical systems contractor, specializing in the installation of high-tech systems.  Abovo installs systems such as those used for specialty gases, cryogenic gases, waste handling acid, neutralization, high vacuum, and clean steam.  Abovo Energy specializes in and operates installations under clean room specifications for high-tech fabrication and specifications.  Mr. Capua is also cleared to perform work on projects requiring Secret (Federal) clearance.  

James Provenzano has been a director and the chief operating officer of HyGen since its inception in August 2014.  Mr. Provenzano has been the managing director (from 1991 to 2004), project manager (from 1991 to the present), executive vice president (from 1991 to 2004), and secretary (from 1991 to 2004) of CAN.  He was instrumental in bringing together the White House Technology Reinvestment Project Solar Hydrogen Vehicle Project Team.  As managing director and project manager for CAN, he is responsible for overseeing day-to-day operations, Department of Energy reporting, and interfacing with all project

 

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partners.  Mr. Provenzano led the effort to expand the participation of many Southern California business and government entities to develop and implement the hydrogen economy, including the participation of Sunline Transit Agency in the Inland Empire. He also assisted in the effort to increase and expand the Department of Energy's Hydrogen Energy Program and contracted with the Department of Defense to research the use of hydrogen for tactical and non-tactical support systems.  From 1990 to 1996, Mr. Provenzano was the manager of environmental programs for Xerox Corporation at the company's El Segundo, California site where he managed the asset recovery and conservation programs for Xerox's 16 building, 4,700 employee facility, introducing and expanding recycling and waste reduction programs, achieving a 61% reduction in the company's waste stream.  On behalf of Xerox, Mr. Provenzano was a founding board member of the South Bay Business Environmental Coalition, an organization comprised of government and major businesses in Los Angeles County's South Bay Area.  Mr. Provenzano's leadership at Xerox resulted in the Xerox's decision to actively participate in the CAN solar-hydrogen demonstration project.  Mr. Provenzano was Xerox's program director/manager for the implementation of the hydrogen facility at the El Segundo campus and oversaw, under contract with the DOE and the South Coast Air Quality Management District, the transfer of the Solar Hydrogen Vehicle Project assets to SunLine Transit Agency, where, to this day, they are used to support fuel-cell-powered transit buses.  Mr. Provenzano received his Bachelor of Science degree in biology from Boston College in 1981.  He continued his education and earned a master's degree in cellular physiology from the University of California at Los Angeles in 1984.  In 2007, Mr. Provenzano co-authored "The Hydrogen Age, Empowering a Clean-Energy Future," Layton, Utah, Gibbs Smith, Publisher, 2007, 370 pages.

W. Woodland Hastings has been the chief environmental officer and a director of HyGen since its inception in August 2014.  Since 2010, he has been the renewable energy implementation manager for the Center for Climate Protection.  Mr. Hastings has twenty-seven years' experience in the environmental and energy arenas in the non-profit, governmental and private sectors.  Mr. Hasting's non-profit affiliations include Communities for a Better Environment where he served as the Southern California office director from 1988 to 1992 and the Local Clean Energy Alliance where he served on the steering committee from 2010 to 2015.  His government work includes several years as an environmental planner at the City of Los Angeles (from 1994 to 1997) and as a senior public information officer at the South Coast Air Quality Management District (from 1997 to 1998).  Mr. Hastings also has California State-level legislative experience working on bills in Sacramento.  His private sector experience includes several years as an environmental consultant (from 1992 to 1994) as well as work in the solar industry.  He received a degree in environmental studies from San Francisco State University in 2008 and is a 2012 Fellow of the Leadership Institute for Ecology and the Economy.

Glenn Rambach has been a director and the chief science officer of HyGen since its inception in August 2014.  Mr. Rambach has been recognized as a leader in the advanced energy research sector since 1974.  Motivated by the need for energy independence, security, and clean energy systems, his research has included diesel combustion systems, laser fusion, hydrogen production and storage, fuel cell system designs, and integrated renewable energy systems using storage.  From 2009 to July 2014, Mr. Rambach worked as a consultant for several companies, including Concepts NREC a developer of Hydrogen Pipeline compressors, as well as with Staples & Associates on developing the plan to deploy hydrogen fueling stations.  Mr. Rambach has developed optimization methods for design and operation of intermittent renewable energy systems where energy storage provides on-demand power.  His 5-kW wind-solar-hydrogen-fuel cell facility still operates at the University of Nevada, DRI in Reno.  Mr. Rambach has worked as a research engineer at Stanford University from 1976 to 1977 and spent 20 years at the Livermore and Sandia National Labs from 1977 to 1997.  Previously, Mr. Rambach served as director of engineering at Texaco Ovonic Fuel Cells from 2001 to 2002 and director of new technology at Tenneco Automotive from 2002 to 2005.  Most recently, Mr. Rambach completed research and development contracts supporting a nuclear company and a defense contractor in the areas of hydrogen economics, very large scale hydrogen production and transport, and synthetic hydrocarbon fuels.  Early in his career, he led experimental research in the fundamentals of combustion at Stanford and the Sandia Combustion Research facility. Mr. Rambach has written numerous papers and given presentations on technical, policy and strategy issues for advanced energy devices, systems and marketing.  He holds two solid oxide fuel cell patents, is the inventor of a high-pressure cryogenic hydrogen fuel tank, and is a co-developer of the first x-ray laser. Mr. Rambach received his Bachelor of Science degree in aerospace engineering from Cal Poly University and his Master's degree in aerospace engineering from Princeton University (Thesis on Fundamentals of Emulsified Diesel Fuels).

Alexander Kolb has been a director of HyGen since its inception in August 2014.  Mr. Kolb has 24 years of military experience in avionic navigation and communications and flight simulator systems (from 1973 to 1985), and held an instructor flight engineer rating for 12 years (from 1987 to 1999) on C-130 type aircraft with the California Air National Guard.  From 2001 to 2006, Mr. Kolb worked as a field service representative for Aura Systems' mobile power generation

 

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system.  Since 2006, he has been an Automotive Service Specialist with the Auto Club of Southern California.  Mr. Kolb received his Associates of Art degree from Community College Air Force in 1990.  He is also an Automotive Service Excellence Master Technician and a Federal Aviation Administration certified Turbo-prop Flight Engineer.

Dr. Woodrow Clark II has been a director of HyGen since its inception in August 2014.  Dr. Clark is a globally recognized and respected expert, author, lecturer, public speaker and consultant on the global and local solutions to climate change.  His core advocacy is in the economics for smart green communities.  During the 1990s he was Manager of Strategic Planning for Technology Transfer at Lawrence Livermore National Laboratory ("LLNL") for the University of California and the U.S. Department of Energy. While at LLNL he served as one of the contributing scientists and experts to the work of the United Nations Intergovernmental Panel on Climate Change ("IPCC"), which was awarded the 2007 Nobel Peace Prize.  His current work generates responses to climate change from governments and businesses, using public policy, science and technology, and their economics and finance methods.  In 2004 he founded, and now manages, Clark Strategic Partners ("CSP"), a global environmental and renewable energy consulting firm using his political-economic expertise to guide, advise and implement public and private projects advancing sustainable, smart communities as well as colleges and universities, shopping malls, office buildings and film studios.  In 2014, building on his mass media background (1980s), he founded Clark Mass Media Company ("CM2C"), which specializes in documentary, education and dramatic social issues.  Dr. Clark earned three master's degrees from different universities in Illinois and his Ph.D. at University of California, Berkeley.  He has published 11 books and 70+ peer-reviewed articles, which reflect his concern for global sustainable communities to stop and reverse climate change.  Dr. Clark has also served in academic, nonprofit organizations, and government.  His most recent teaching positions were graduate courses in the United States and China.  From 2012 to 2014, he was an Academic Specialist in Cross-Disciplinary Studies at the University of California, Los Angeles, and from 1999 to 2000 he was a Visiting Professor of Science, Technology and Entrepreneurship at Aalborg University, Denmark, where he was also a Fulbright Fellow in 1994.  He served as a Director of the Fulbright Academy for Science and Technology and was Senior Advisor to California Governor Gray Davis from 2000 to 2003 for Renewable Energy, Emerging Technologies and Finance.  Recently he was Chair of the Citizens Oversight Committee ("COC") for six out of eight years of public school bond funds ($334 million) to remodel public schools in Beverly Hills, California.  Since 2012 he has served on the board of Premier Holding Corp. (OTCBB: PRHL).

Executive Compensation

Since its inception in August 2014, HyGen has paid the following consulting fees to its executive officers:

Name	Capacities in which compensation was received	Cash compensation ($)	Other compensation ($)	Total compensation ($)
Paul Staples	Chief Executive Officer	$58,018	$0	$0
Paul Dillon	Chief Financial Officer	$58,018(1)	$0	$0
Richard Capua	Executive Vice President	$87,693(2)	$0	$0
James Provenzano	Chief Operating Officer	$58,018	$0	$0
W. Woodland Hastings	Chief Environmental Officer	$0	$0	$0
Glenn Rambach	Chief Science Officer	$7,806	$0	$0

(1)     This compensation was paid to Cypress Internet, Inc., a corporation wholly owned by Mr. Paul Dillon.

(2)     This compensation was paid to Abovo Environmental Systems, Inc. for services provided to the Company in conjunction with building the Company's hydrogen stations.  Mr. Richard Capua is a principal shareholder and the corporate secretary of Abovo.

 

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We may commence paying salaries and providing other employment benefits to our executive officers in the near future in amounts to be determined by our board of directors, when the Company has sufficient funds.  Our directors and executive officers are also reimbursed for their business expenses.  We expect to pay employee compensation in the form of salary, bonus and benefits to other executive officers who may be hired during the fiscal year ending December 31, 2016, in amounts to be determined.  We do not expect to hire any new executive officers during the current fiscal year.  The employment compensation for certain executive officers may include automobile and housing allowances. 

Employment Agreements

We have not entered into any employment agreements with our executive officers or other employees to date.  We may enter into employment agreements with them in the future.  We also plan to enter into confidentially agreements with each of our employees.  A stock incentive program for our directors, executive officers, employees and key consultants will be established in the future.  See "MANAGEMENT - Stock Incentive Plan." 

Stock Incentive Plan

On January 22, 2015, in order to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company, through its board of directors, adopted an equity incentive plan (the "2015 Plan"), pursuant to which 2,250,000 shares (plus annual increases as defined in the plan) of our common stock are reserved for issuance as awards to our employees, directors, consultants and other service providers.  Under the 2015 Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock, and stock awards.  The incentive stock options may only be granted to employees.  Nonstatutory stock options, stock appreciation rights, performance shares, restricted stock, and stock awards may be granted to employees, directors and consultants.  The 2015 Plan is and will continue to be administered by our board of directors until such time as such authority has been delegated to a committee of the board of directors.  The 2015 Plan was ratified by our shareholders in 2015.  To date, no stock options, stock appreciation rights, performance shares, restricted stock, or stock awards have been granted under the 2015 Plan.

Board of Directors

Our board of directors currently consists of eight directors.  Only one of our directors, Alexander Kolb, is "independent" as defined in Rule 4200 of FINRA's listing standards.  We may appoint additional independent directors to our board of directors in the future, to serve on our planned committees.

Committees of the Board of Directors

We plan to establish an audit committee, compensation committee and a nominating and governance committee.  Until such committees are established, matters otherwise addressed by such committees will be acted upon by independent directors, who will advise the whole board of directors in the course of seeking authorization for any proposed resolutions, or for general reports and recommendations.  The following is a brief description of our contemplated committees.

Audit Committee.  We plan to establish an audit committee consisting of members considered to be independent as defined in Rule 4200 of FINRA's listing standards and who meet the applicable FINRA listing standards for designation as an "Audit Committee Financial Expert."  Currently management does not believe that it has an independent director who qualifies as a financial expert to form the planned audit committee.  Our board of directors also plans to adopt a written charter of the audit committee.  The functions of the audit committee will include:

• meeting with management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;

• engaging and pre-approving audit and non-audit services to be rendered by our independent auditors;

• recommending to the board of directors the engagement of our independent auditors and oversight of the work of the independent auditors;

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• reviewing our financial statements and periodic reports and discussing the statements and reports with management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management;

• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters; and

• administering and discussing with management and our independent auditors our code of ethics.

Compensation Committee.  We plan to establish a compensation committee.  The functions of the compensation committee will include:

• reviewing and, as it deems appropriate, recommending to the board of directors, policies, practices and procedures relating to the compensation of our directors and executive officers and the establishment and administration of certain employee benefit plans;

• exercising authority under certain employee benefit plans; and

• reviewing and approving executive officer and director indemnification and insurance matters.

Corporate Governance and Nominating Committee.  We plan to establish a corporate governance and nominating committee. The functions of the corporate governance and nominating committee will include:

• developing and recommending to the board of directors our corporate governance guidelines;

• overseeing the evaluation of the board of directors;

• identifying qualified candidates to become members of the board of directors;

• selecting nominees for election of directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected); and

• selecting candidates to fill vacancies on the board of directors.

Director Compensation

We do not currently pay our directors any compensation for their services as board members. Upon completion of this offering, we may establish a compensation plan for our non-employee directors. 

Limitation of Liability and Indemnification of Officers and Directors

Our Certificate of Incorporation limits the liability of directors to the maximum extent permitted by California law.  California law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for:

• any breach of their duty of loyalty to the corporation or its stockholders;

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions; or

• any transaction from which the director derived an improper personal benefit.

Our bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by law.  We believe that indemnification under our bylaws covers at least negligence and gross negligence on the part of indemnified parties.  Our bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our bylaws permit such indemnification.

We intend to enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, will provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or

 

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officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise.  We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Amendment of Certificate of Incorporation and Bylaws

Under the California law, a corporation's certificate of incorporation can be amended by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and a majority of the outstanding stock of each class entitled to vote as a class, unless the certificate requires the vote of a larger portion of the stock.  Our Articles of Incorporation, as amended, does not require a larger percentage affirmative vote.  As is permitted by California law, our bylaws give our board of directors the power to adopt, amend or repeal our bylaws.  Our shareholders entitled to vote have concurrent power to adopt, amend or repeal our bylaws.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of October 31, 2015 and as adjusted to reflect the sale of shares of our common stock offered by this Offering Circular, by:

• each of our directors and the named executive officers;

• all of our directors and executive officers as a group; and

• each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock.  This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person's spouse.  Percentage of beneficial ownership before the offering is based on 10,000,000 shares of common stock outstanding as of October 31, 2015.  Unless otherwise noted below, the address of each person listed on the table is c/o HyGen Industries, Inc., 11693 San Vicente Boulevard, Suite 445, Los Angeles, California 90049.

Name and Position of Beneficial Owner	Shares Beneficially Owned Prior to Offering		Shares Beneficially Owned After to Offering(1)
	Number	Percent	Number	Percent
Paul Staples, Chairman and Chief Executive Officer	2,700,000	27.00%	2,700,000	19.3%
Paul Dillon, Chief Financial Officer, Secretary, Vice President of Business Development, and Director	1,000,000	10.00%	1,000,000	7.1%
Richard Capua, Vice Chairman and Executive Vice President	3,200,000	32.00%	3,200,000	22.9%
James Provenzano, Chief Operations Officer and Director	900,000(2)	9.00%	900,000(2)	6.4%
W. Woodland Hastings, Chief Environmental Officer and Director	1,000,000	10.00%	1,000,000	7.1%
Alexander Kolb, Southern California Project Manager and Director	1,000,000	10.00%	1,000,000	7.1%
Dr. Woodrow Clark II, Director	50,000	*	50,000	*
Glenn Rambach, Chief Science Officer and Director	50,000	*	50,000	*
All directors and executive officers as a group (eight persons)	9,900,000	99.00%	9,900,000	70.7%

*Indicates beneficial ownership of less than 1%.

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(1)     Assumes 4,000,000 shares of our common stock are issued pursuant to this offering.

(2)     10,000 of these shares are owned by Clean Air Now, a non-profit corporation of which James Provenzano is the president and controls the voting of such shares.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

None.

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of 490,000,000 shares of common stock, par value $0.001 per share, of which approximately 10,000,000 shares are issued and outstanding as of December 31, 2015.  Our authorized capital stock also includes 10,000,000 shares of Preferred Stock, par value $0.001, none of which are issued or outstanding.  See "CAPITALIZATION."  Under California law and generally under state corporation laws, the holders of our common and preferred stock will have limited liability pursuant to which their liability is limited to the amount of their investment in us. 

Common Stock

Holders of common stock are entitled to one vote per share held of record on all matters submitted to a vote of stockholders.  The holders of common stock do not have cumulative voting rights in the election of directors.  Accordingly, the holders of a majority of the outstanding shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election.  Subject to preferential rights with respect to any series of preferred stock that may be issued, holders of the common stock are entitled to receive ratably such dividends as may be declared by the board of directors on the common stock out of funds legally available therefore and, in the event of a liquidation, dissolution or winding-up of our affairs, are entitled to share equally and ratably in all of our remaining assets and funds.

Preferred Stock

We are authorized to issue 10,000,000 shares of Preferred Stock, par value $0.001 per share, having such rights, preferences and privileges, and issued in such series, as are determined by our Board of Directors.  We currently have no shares of Preferred Stock outstanding.

ERISA CONSIDERATIONS

General Fiduciary Obligations.  Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, "ERISA Plans"), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"). 

 

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An investment in shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan.  Fiduciaries considering an investment in the shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control.  On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary's independent control over the assets in his account is adequate to relieve the ERISA Plan's fiduciaries of their obligations with respect to an investment directed by the beneficiary.  Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.

Limited Transactions.  Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision.  Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions.  The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it.  Any fiduciary, participant or beneficiary considering an investment in shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction.  Fiduciaries, participants or beneficiaries considering an investment in the shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Special Fiduciary Considerations.  Regulations issued on November 13, 1986, by the Department of Labor (the "Final Plan Assets Regulations") provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as "plan assets").  Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding "plan assets."  Management anticipates that we would clearly be characterized as an "operating company" for the purposes of the regulations, and that it would therefore not be deemed to be holding "plan assets."

Classification of our assets of as "plan assets" could adversely affect both the plan fiduciary and management.  The term "fiduciary" is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets.  Thus, classification of our assets as plan assets could make the management a "fiduciary" of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA.  Violation of fiduciary duties by management could result in liability not only for management but for the trustee or other fiduciary of an investing ERISA Plan.  In addition, if our assets are classified as "plan assets," certain transactions that we might enter into in the ordinary course of our business might constitute "prohibited transactions" under ERISA and the Code.

Reporting of Fair Market Value.  Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year.  The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their "current value" as of the close of the plan's fiscal year in order to comply with certain reporting obligations under ERISA and the Code.  For purposes of such requirements, "current value" means

 

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fair market value where available.  Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports.  There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

Tax Aspects.  The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, "Qualified Plan") and by an individual retirement account ("IRA") is generally exempt from taxation.  However, if a Qualified Plan or IRA earns "unrelated business taxable income" ("UBTI"), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year.  The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%.  In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax.  It is anticipated that income and gain from an investment in the shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

TERMS OF THE OFFERING

Securities Offered

We are offering up to 4,000,000 shares of common stock for a purchase price of $5.00 per share with a minimum purchase requirement of 100 shares ($500).  The maximum offering is $20,000,000.  We will have the unrestricted right to reject tendered subscriptions for any reason and to accept less than the minimum investment from a limited number of subscribers.  In the event the shares available for sale are oversubscribed, they will be sold to those investors subscribing first, provided they satisfy the applicable investor suitability standards.  See "INVESTOR SUITABILITY STANDARDS."

The purchase price for the shares will be payable in full upon subscription.  Subscription funds which are accepted will be deposited into our escrow account maintained by FundAmerica Securities, LLC.  We have no required minimum offering amount for this offering and therefore we may instruct FundAmerica Securities, LLC to release funds held in escrow to our operating account at any time.

Subscription Period

The offering of shares will terminate on July 21, 2016, unless we extend the offering for up to an additional 180 days, or terminate the offering sooner in our sole discretion regardless of the amount of capital raised (the "Sales Termination Date").  The Sales Termination Date may occur prior to July 21, 2016 if subscriptions for the maximum number of shares have been received and accepted by us before such date.  Subscriptions for shares must be received and accepted by us on or before such date to qualify the subscriber for participation in HyGen Industries.

Subscription Procedures

Completed and signed subscription documents and subscription checks should be sent to HyGen Industries, Inc. at the following address: 11693 San Vicente Boulevard, Suite 445, Los Angeles, California 90049, Attention: Paul Dillon, Chief Financial Officer.  Subscription checks should be made payable to "FundAmerica Securities, LLC, as Agent to HyGen Industries Inc. Escrow Account".  If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest.  Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.

Investor Suitability Standards

Shares will be sold only to a person if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.  See the Purchaser Qualification Questionnaire in the Subscription Documents in Exhibit A to this Offering Circular.  In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must

 

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be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of shares.  Investor suitability standards in certain states may be higher than those described in this Offering Circular.  These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons.

Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares.  Broker-dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor's suitability for an investment in us.  Transferees of shares will be required to meet the above suitability standards.

Interim Investments

Company funds not needed on an immediate basis to fund our operations may be invested in government securities, money market accounts, deposits or certificates of deposit in commercial banks or savings and loan associations, bank repurchase agreements, funds backed by government securities, short-term commercial paper, or in other similar interim investments.

Transfer Agent and Registrar

FundAmerica Stock Transfer, LLC, 2300 West Sahara Avenue, Suite 803, Las Vegas, Nevada 89102 is the transfer agent and registrant for the shares.

PLAN OF DISTRIBUTION

The shares are being offered by us on a best-efforts basis by our officers, directors and employees, with the assistance of independent consultants, and possibly through registered broker-dealers who are members of the Financial Industry Regulatory Authority ("FINRA") and finders.  We may pay selling commissions to participating broker-dealers who are members of FINRA for shares sold by them, equal to a percentage of the purchase price of the shares.  We may pay finders fees to persons who refer investors to us.  We may also pay consulting fees to consultants who assist us with the offering, based on invoices submitted by them for advisory services rendered.  Consulting compensation, finders fees and brokerage commissions may be paid in cash, common stock and warrants.  We may also issue shares and grant stock options or warrants to purchase our common stock to broker-dealers for sales of shares attributable to them, and to finders and consultants, and reimburse them for due diligence and marketing costs on an accountable or nonaccountable basis.  We have not entered into selling agreements with any broker-dealers to date, although we plan to engage FundAmerica Securities, LLC, a FINRA registered broker-dealer firm, for offering administrative and escrow services.  Participating broker-dealers, if any, and others may be indemnified by us with respect to this offering and the disclosures made in this Offering Circular.

All subscribers will be instructed by the Company or its agents to transfer funds by wire or ACH transfer directly to the escrow account established for this offering or deliver checks made payable to "FundAmerica Securities, LLC, as Agent to HyGen Industries Inc. Escrow Account" which FundAmerica Securities LLC shall deposit into such escrow account no later than noon the next business day after receipt.

Proposed Administrative Agreement

We plan to engage FundAmerica Securities, LLC, a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (FINRA), to perform the following administrative functions in connection with this offering in addition to acting as the escrow agent:

 advise us as to permitted investment limits for investors pursuant to Regulation A+, Tier 2; 

 communicate with us and/or our agents, if needed, to gather additional information or clarification from investors; 

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	serve as a registered agent where required for state blue sky requirements, but in no circumstance will FundAmerica Securities, LLC solicit a securities transaction, recommend our securities, or provide investment advice to any prospective investor; and
	transmit the subscription information data to FundAmerica Securities Transfer LLC, our transfer agent and an affiliate of FundAmerica Securities, LLC.

As compensation for the services listed above, we have agreed to pay FundAmerica Securities, LLC $2.00 per domestic investor and $60.00 per international investor for each anti-money laundering verification and a facilitation fee equal to 1.0% of the gross proceeds from the sale of the shares offered by this Offering Circular.  If we elect to terminate the offering prior to its completion, we have agreed to reimburse FundAmerica Securities, LLC for its out-of-pocket expenses incurred in connection with the services provided under the proposed engagement (including costs of counsel and related expenses) up to an aggregate maximum of $10,000.  In addition, we will pay FundAmerica Securities, LLC $225 for escrow account set up, $25 per month for so long as the offering is being conducted. We may also pay FundAmerica Securities, LLC a technology service fee for the technology services provided by its affiliate, FundAmerica Technologies, LLC, of up to $3.00 for each subscription agreement executed via electronic signature, up to $0.50 for each ACH payment, up to $10.00 for each check processed, up to $15.00 per wire transfer, $5.00 per investor (one-time accounting fee upon receipt of funds), and up to $45.00 for each bad actor check (per entity, including issuer and each associated person).  Based on the minimum subscription amount of $500 (or 100 shares) per investor, we estimate the maximum fee that may be due to FundAmerica Securities, LLC for the aforementioned internal fees to be $1,001,050 if we achieve the maximum offering proceeds.

FundAmerica Securities Transfer LLC, an affiliate of FundAmerica Securities, may serve as transfer agent to maintain stockholder information on a book-entry basis.  There are no set up costs for this service, and fees for this service will be limited to secondary market activity.  FundAmerica Securities, LLC is not participating as an underwriter.  FundAmerica Securities LLC is not soliciting the offering or making securities recommendations to investors, nor is FundAmerica Securities LLC distributing any securities offering prospectuses or making any oral representations concerning the securities offering prospectus or the securities offering.  Rather, FundAmerica Securities LLC involvement in the offering is limited to acting as an accommodating broker-dealer, whereby it reviews and contacts issuer, if needed, to gather additional information or clarification from investors; advises issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; provides issuer with prompt notice about inconsistent, incorrect or otherwise flagged subscriptions (e.g., for underage investors or anti-money laundering reasons); and serves as registered agent for issuer where required for state blue sky requirements.  Based upon FundAmerica Securities LLC limited role in this offering, no prospective investor should rely on FundAmerica Securities LLC's involvement in this offering as any basis for a belief that extensive due diligence was performed. FundAmerica Securities LLC neither expressly or impliedly affirms the completeness or accuracy of the offering circular or prospectus presented to investors by the issuer in this offering.  All inquiries regarding this offering should be made directly to the Company. 

There are no selling security holders. No officer, director or employee of the Company will participate in the sale of securities pursuant to this offering.

REPORTS TO SHAREHOLDERS

For tax and accounting purposes, our fiscal year will end on June 30^th of each year and all financial information will be prepared in accordance with the accrual method of accounting.  The books and records of account will be kept at our address.  We will furnish each shareholder, within 120 days after the end of each fiscal year, our audited financial statements in an Annual Report on Form 1-K filed with the Securities Exchange Commission, and within 90 days after the 3^1st of December of each fiscal year, our unaudited financial statements in a Semi-Annual Report on Form 1-S, also filed with the Securities Exchange Commission.

ADDITIONAL INFORMATION

This Offering Circular does not purport to restate all of the relevant provisions of the documents referred to or pertinent to the matters discussed herein, all of which must be read for a complete description of the terms relating to an investment in us.  Such documents are available for inspection during regular business hours at our office by appointment, and upon written request, copies of documents not annexed to this Offering Circular will be provided to prospective investors. 

 

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Each prospective investor is invited to ask questions of, and receive answers from, our representatives.  Each prospective investor is invited to obtain such information concerning us and this offering, to the extent we possess the same or can acquire it without unreasonable effort or expense, as such prospective investor deems necessary to verify the accuracy of the information referred to into his Offering Circular.  Arrangements to ask such questions or obtain such information should be made by contacting investorrelations@hygen.com.  We reserve the right, however, in our sole discretion, to condition access to information that management deems proprietary in nature, on the execution by each prospective investor of appropriate confidentiality agreements prior to having access to such information.

The offering of the common stock is made solely by this Offering Circular and the exhibits hereto.  The prospective investors have a right to inquire about and request and receive any additional information they may deem appropriate or necessary to further evaluate this offering and to make an investment decision.  Our representatives may prepare written responses to such inquiries or requests if the information requested is available.  The use of any documents other than those prepared and expressly authorized by us in connection with this offering is not permitted, and should not be relied upon by any prospective investor.

ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.  INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.  THE INFORMATION PRESENTED IS AS OF THE DATE ON THE COVER HEREOF UNLESS ANOTHER DATE IS SPECIFIED, AND NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION PRESENTED SUBSEQUENT TO SUCH DATES(S).

FINANCIAL STATEMENTS

The balance sheet of the Company on June 30, 2015 and the statement of operations, shareholders' deficit, and cash flows for the period from August 13, 2014 (inception) to June 30, 2015 on the following pages have been audited by dbbmckennon, certified public accountants.  The Company's fiscal year ends on June 30^th of each year.

 

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HYGEN INDUSTRIES, INC.

FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPOT

(Audited)

JUNE 30, 2015 AND FOR THE PERIOD THEN ENDED

HyGen Industries, Inc.

Index to Financial Statements

	Pages
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of June 30, 2015	F-3
Statement of Operations from August 13, 2014 (Inception) to June 30, 2015	F-4
Statement of Stockholders' Deficit from August 13, 2015 (Inception) to June 30, 2015	F-5
Statement of Cash Flows from August 13, 2015 (Inception) to June 30, 2015	F-6
Notes to the Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

HyGen Industries, Inc.

We have audited the accompanying balance sheet of HyGen Industries, Inc. (the "Company") as of June 30, 2015, and the related statements of operations, shareholder's deficit, and cash flows for the period from inception (August 13, 2014) through June 30, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HyGen Industries, Inc. as of June 30, 2015, and the results of its operations and its cash flows for the period from inception (August 13, 2014) through June 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit and will incur significant additional costs to develop its hydrogen fueling stations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

dbbmckennon

Newport Beach, California

November 9, 2015

 

F-2

HYGEN INDUSTRIES, INC.

BALANCE SHEET

AS OF JUNE 30, 2015

Assets:
Cash	$                138,898
Accounts receivable	558,508
Current assets	697,406
Property and equipment, net	-
Total assets	$                697,406
Liabilities and Stockholders' Deficit:
Accounts payable	$                473,267
Accrued liabilities	800
Retainage payable	250,637
Due to related parties and affiliates	24,416
Current liabilities	749,120
Total liabilities	749,120
Commitments and contingencies (Note 6)	-
Stockholders' Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized:    0 issued and outstanding at June 30, 2015	-
Common stock, $0.001 par value; 490,000,000 shares authorized;    10,000,000 shares issued and outstanding at June 30, 2015	10,000
Paid-in capital	170,594
Accumulated deficit	(232,308)
Total stockholders' deficit	(51,714)
Total liabilities and stockholders' deficit	$                697,406

The accompanying notes are an integral part of these financial statements.

F-3

HYGEN INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FROM AUGUST 13, 2014 (INCEPTION) TO JUNE 30, 2015

Revenue - CEC contract	$                      205,944
Cost of revenue	-
Gross profit	205,944
Operating Expenses
General and administrative	437,452
Total operating expenses	437,452
Loss before provision for income taxes	(231,508)
Provision for income taxes	800
Net loss	$                     (232,308)
Basic and diluted loss per common share	$                          (0.02)
Weighted average common shares outstanding,   basic and diluted	10,000,000

The accompanying notes are an integral part of these financial statements.

F-4

HYGEN INDUSTRIES, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

FROM AUGUST 13, 2014 (INCEPTION) TO JUNE 30, 2015

 

	Preferred Stcok		Common stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Deficit
	Shares	Amount	Shares	Amount
Balance at August 13, 2014	-	$            -	-	$           -	$                 -	$                -	$               -
Founders shares	-	-	10,000,000	10,000	(10,000)	-	-
Contributed services by shareholders	-	-	-	-	180,594	-	180,594
Net loss	-	-	-	-	-	(232,308)	(232,308)
Balance at June 30, 2015	-	$            -	10,000,000	$     10,000	$         170,594	$      (232,308)	$       (51,714)

The accompanying notes are an integral part of these financial statements.

F-5

HYGEN INDUSTRIES, INC.

STATEMENT CASH FLOWS

FROM AUGUST 13, 2014 (INCEPTION) TO JUNE 30, 2015

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$                  (232,308)
Adjustments to reconcile net loss to net cash used in operating activities:
Contributed services	180,594
Changes in operating assets and liabilities:
Accounts receivable	(558,508)
Accrued liabilities	800
Accounts payable	473,267
Retainage payable	250,637
Net cash used in operating activities	114,482
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances from related parties and affiliates	24,416
Net cash provided by financing activities	24,416
Increase in cash and cash equivalents	138,898
Cash and cash equivalents, beginning of period	-
Cash and cash equivalents, end of period	$                   138,898
Supplemental disclosures of cash flow information:
Cash paid for interest	$                           -
Cash paid for income taxes	$                           -

The accompanying notes are an integral part of these financial statements.

F-6

HYGEN INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 1 - NATURE OF OPERATIONS

HyGen Industries, Inc. was incorporated on August 13, 2014 in the State of California. The Company's headquarters are located in Los Angeles, California.  The Company is in the process of developing hydrogen fueling stations where it will sell hydrogen fuel produced from renewable resources.  The financial statements of HyGen Industries, Inc. (which may be referred to as "HyGen," the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

On August 29, 2014, the Company was awarded a grant ("CEC Grant") from the California Energy Commission ("CEC") under the CEC's Alternative and Renewable Fuel and Vehicle Technology Program to design, install, and operate three hydrogen fueling stations at select locations in California.  The budget for the installation of the three fueling stations totals $9,765,678, of which up to $5,306,814 will be reimbursed by the CEC for qualified costs, if the Company meets all required deadlines, and $4,458,864 will be the responsibility of the Company's match portion.  The Company's match portion can be from money raised or in-kind contributions.  If the Company does not meet all required deadlines, its reimbursement will be reduced by up to 15%, which the Company will have to cover with working capital. 

The Company operates in a rapidly changing technological market and its activities are subject to significant risks and uncertainties, including failing to secure additional funding to expand beyond the Company's current development.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of revenues and expenses during the reporting period. Actual results could materially differ from these estimates. Significant estimates include, but are not limited to, recoverability of property and equipment and long-lived assets, and the valuation allowance related to deferred tax assets.  It is reasonably possible that changes in estimates will occur in the near term.

Fair Value of Financial Instruments

Fair value is defined as the exchange 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 as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1  - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2  - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3  - Unobservable inputs which are supported by little or no market activity.

 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, retainage payable, and amounts due from related parties and affiliates. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand.

F-7

HYGEN INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2015

Net Loss Per Share

The Company applies Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 260, "Earnings per Share." Basic earnings (loss) per share are computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. There were no stock options or other securities that were excluded from the calculation of diluted net loss per share for the period ended June 30, 2015.

Risks and Uncertainties

The Company has a limited operating history and has not generated revenue from the operation of hydrogen fueling stations to date.  The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with governmental policy decisions. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions, including recession, downturn or otherwise, or government budget cuts could have a material adverse effect on the Company's financial condition and the results of its operations.

In addition, the Company will contend with other companies that are competing for the same state government grants.  Other companies may have a competitive advantage, both in size and resources. 

The hydrogen infrastructure industry is characterized by rapid changes in technology.  As a result, the Company's products, services, and/or expertise may become obsolete and/or uneconomic.  The Company's future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance our current products and services. 

Further, the Company's products and services must remain competitive with those of other industries which may have substantially greater resources, particularly the gasoline industry.  Currently, gasoline prices are at near record lows and our product is unable to compete with gasoline based on price alone.  Our expectation is that gasoline prices will increase and our cost of producing hydrogen will decrease as more hydrogen fueling stations are installed.  In the interim, we are dependent on attracting customers that are not basing their purchasing decisions on price alone.

Going Concern

We rely heavily on the CEC Grant for reimbursement of costs for the installation of the hydrogen fueling stations and operating capital.  In addition, the Company did not complete the installation of the three hydrogen fueling stations by October 31, 2015, which could adversely affect the level of funding under the CEC Grant.  As of June 30, 2015, we had negative working capital of $51,714 and will incur additional costs prior to receiving reimbursement from the CEC.  These above matters raise substantial doubt about the Company's ability to continue as a going concern.  Throughout fiscal 2016, the Company intends to fund its operations with funding from the CEC Grant and from the proceeds of an anticipated debt and/or equity funding.  If we cannot raise additional short term capital, we may consume all of our cash reserved for operations.  There are no assurances that management will be able to raise capital on terms acceptable to the Company.  If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

Cash and Cash Equivalents

For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

F-8

HYGEN INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2015

Property and Equipment

Property and equipment are stated at cost, net of reimbursements from the CEC Grant. The Company's fixed assets are depreciated using the straight-line method over the estimated useful life.  Maintenance and repairs are charged to operations as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. During the period ended June 30, 2015, the Company began to capitalize costs in connection with the CEC Grant which had related reimbursements. The reimbursable portion was treated as a reduction of the capitalizable costs incurred. During this time, the Company expended $1,987,204 with a like amount being reimbursed by the CEC for net capitalized property and equipment of zero.

Impairment of Long-Lived assets

The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the period ended June 30, 2015. There can be no assurance, however, that market conditions will not change or demand for the Company's products and services will continue, which could result in impairment of long-lived assets in the future.

Revenue Recognition

The Company will recognize revenues from sales of hydrogen from its fueling stations when (a) persuasive evidence that an agreement exists; (b) the products have been delivered; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

As discussed in Note 3, the Company received a grant from the CEC. The CEC Grant generally provides for payment in connection with related development and construction costs involving the procurement and installation of hydrogen fueling stations. Grant award reimbursements were recorded as either contra assets or as revenues depending upon whether the reimbursement is for capitalized costs or operating expenses incurred by the Company. Contra capitalized cost and revenues from the grant were recognized in the period during which the conditions under the grant had been met and the Company had incurred cost for the related asset or expense.

Stock Based Compensation

The Company accounts for stock options issued to employees under ASC 718 "Share-Based Payment". Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite vesting period. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.

The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 "Equity". The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

Income Taxes

The Company applies ASC 740 "Income Taxes" ("ASC 740").  Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. At June 30, 2015, the Company has established a full reserve against all deferred tax assets.

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions.  A tax benefit from an uncertain position is recognized only if it is "more likely than not" that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.

F-9

HYGEN INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2015

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy.  Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  At times, the Company maintains balances in excess of the federally insured limits.

Accounts receivable and revenue as of June 30, 2015 and for the year then ended was 100% from the CEC Grant. Management believes the loss of the CEC Grant will have a material impact on the Company's financial position, results of operations, and cash flows. The Company is currently investigating other sources of funding.

As of June 30, 2015 one vendor made up 89% of the Company's accounts payable as of June 30, 2015.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in "Revenue Recognition (Topic 605)", and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016.

In April 2015, the FASB issued ASU No. 2015‑03, "Interest-Imputation of Interest," to simplify the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts, whereas currently the debt issuance costs are presented as an asset. The Company expects to adopt ASU No. 2015‑03 in the fourth quarter of 2015. The Company does not believe the adoption of this guidance will have a material impact on its Financial Statements.

The Financial Accounting Standards Board issues Accounting Standard Updates ("ASU") to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC.  The Company believes those issued to date and not disclosed either (i) provided supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. 

NOTE 3 - DEVELOPMENT CONTRACT

On August 29, 2014 the Company was awarded the CEC Grant to design, install, and operate three hydrogen fueling stations at select locations in California.  The grant budgets for total costs of $9,765,678, of which up to $5,306,814 will be reimbursed by the CEC for qualified costs, and $4,458,864 will be the responsibility of the Company's match portion.  The Company's match portion can be from money raised or in-kind contributions.  If the Company does not meet all required deadlines, its reimbursement will be reduced by up to 15%, which the Company will have to cover with working capital. 

As of June 30, 2015, the Company has applied for $2,193,148 in reimbursements from the CEC, $558,508 of which is included in accounts receivable as of June 30, 2015.  The Company has provided matching funds and/or in-kind contributions of $994,511.  Accordingly, the Company is eligible to receive up to $3,113,666 in additional reimbursements under the grant.

In-kind contributions include discounted payments to contractors, discounts provided by major equipment vendors, and an overhead allowance provided by the CEC based on eligible reimbursable costs.  In-kind contributions related to services from shareholders amounted to $180,594 and are accounted for as contributed capital with the expense recognized to operations.  In-kind discounts from significant equipment vendors, services providers, and overhead allocations have no effect on the financial statements but are included in invoices sent to the CEC as in-kind contributions for tracking purposes.

The property and equipment used for the fueling stations is the property of the company, but is held as collateral by the CEC if the Company is unable to fulfill its obligations under the CEC Grant.  If this occurs, the Company would

F-10

HYGEN INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2015

forfeit any rights to the property and equipment and ultimate disposition of the fueling stations would be to the decision of the CEC.  There are no indications that the Company will not be able to fulfill its obligations under the CEC Grant and retain ownership of the fueling stations.

Per the terms of the CEC Grant, in order to receive the maximum award, the three fueling stations must have commenced operation by October 31, 2015.  The Company did not complete the three stations by October 31, 2015.  Consequently, the Company may not receive the maximum award, but has no indication from the CEC that the award will be less than what is necessary to complete the three fueling stations.  See risks and uncertainties in Note 2.

NOTE 4 - RETAINAGE PAYABLE

The Company withholds from its vendors 15% of the total payable as it relates to services or goods received for the CEC Grant.  As of June 30, 2015, retainage payable was $250,637 and is expected to be paid upon the conclusion of the installation of the CEC Grant when all monies under the grant are received.

NOTE 5 - DUE TO RELATED PARTIES

From time to time, related parties make payments on the Company's behalf or advance cash to the Company for operating costs which require repayment.  Such transactions are considered short-term advances and non-interest bearing.  The Company expects to make repayments of advances in the near term.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company has entered into lease agreements with two gas stations in California.  The agreements allow the Company to install the hydrogen fueling station equipment at the facilities.

On December 29, 2014, the Company entered into a four year lease agreement with the owner of a gas station (the "Station") located in Rohnert Park, California.  The Company leases approximately 400 square feet where equipment is to be installed. As compensation, the Station shall be paid 50% of the net profit generated by the hydrogen fueling station as defined by the agreement (min. $1.00/kg). The Station will then remit the remaining portion of the net profit to the Company by the 10^th day of the following month.  The Company is responsible for the maintenance and repair of equipment and the Station is responsible for the operation and collection of fees.  The agreement automatically renews for successive one year periods unless 60 day notice is provided. Equipment has not yet been installed at this facility as of June 30, 2015.  .

On December 29, 2014 the Company entered into a four year license agreement with the owner of a gas station (the "Station 2") in Orange County, California.  As compensation, for the first six months after the commencement of operations at Station 2, Station 2 shall receive/retain $1.00 per kg plus certain overhead costs as defined by the agreement.  Beginning with the seventh month, at their sole discretion, Station 2 can choose either to receive/retain $1,750 per month plus $0.25 per kg hydrogen produced plus certain overhead costs or continue with the amount defined during the first six months of the agreement.  The Company receives the net proceeds by the 15^th day of the following month.  The Company is responsible for the maintenance and repair of equipment and Station 2 is responsible for the operation and collection of fees.  The agreement can be terminated after three years.  The agreement automatically renews for successive five year periods unless 60 day notice is provided by the end of the agreement term.   Equipment has not yet been installed at this facility as of June 30, 2015.

The Company is responsible for staying in compliance with the CEC Grant per the terms of the grant.  If the Company is unable to comply with those terms or is unable to match the funds called for under grant, the Company may be liable for any money received that is deemed inappropriate by the CEC.

F-11

HYGEN INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 7 - STOCKHOLDERS DEFICIT

Preferred Stock

We have authorized the issuance of a total of 10,000,000 shares of our preferred stock, each share having a par value of $0.001. 

Common Stock

We have authorized the issuance of 490,000,000 shares of our common stock, each share having a par value of $0.001.   As of June 30, 2015, the Company has issued 10,000,000 shares to its founders as founders stock.

Contributed services

The Company has negotiated with certain service providers and contractors, many of whom are also shareholders, to provide services at half of their approved rate under the CEC Grant.  Accordingly half of the services provided by shareholders are considered contributed services to the Company and included in additional paid-in capital.  During the period ended June 30, 2015 such charges amounted to $180,594 and are included in general and administrative expenses in the statement of operations.

Stock Options

On January 22, 2015, our Board of Directors adopted the 2015 Stock Incentive Plan (the "2015 Plan").  The 2015 Plan provides for the grant of equity awards to our directors, employees, and certain key consultants, including stock options to purchase shares of our common stock, stock appreciation rights ("SARs"), stock awards, and performance shares.  Up to 2,250,000 shares of our common stock may be issued pursuant to awards granted under the 2015 Plan, with annual increases based on the terms of the plan document, subject to adjustment in the event of stock splits and other similar events. The 2015 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board.  As of June 30, 2015, there have been no grants made under the 2015 Plan.

NOTE 8 - INCOME TAXES

Reconciliations of the U.S. federal statutory rate to the actual tax rate are as follows for the period ended June 30, 2015:

Pretax loss
Federal tax at statutory rate	34.0%
Permanent differences:
State income taxes, net of federal benefit	-0.1%
Fair value of contributed services	-27.2%
Non-deductible entertainment	0.0%
Temporary differences:
Change in valuation allowance	-6.7%
Total provision	0.0%

The major components of the deferred taxes are as follows at June 30, 2015:

Noncurrent:
Net Operating loss carryforwards	$        20,000
Valuation allowance	(20,000)
Net deferred tax asset	$              -

F-12

HYGEN INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2015

Based on federal tax returns filed or to be filed through June 30, 2015, we had available approximately $50,000 in U.S. tax net operating loss carryforwards, pursuant to the Tax Reform Act of 1986, which assesses the utilization of a Company's net operating loss carryforwards resulting from retaining continuity of its business operations and changes within its ownership structure.  Net operating loss carryforwards expire in 20 years for federal income tax reporting purposes.  For Federal income tax purposes, the net operating losses begin to expire in 2035.  State net operating loss carryforwards through June 30, 2015 are approximately $50,000 and begin to expire in 2022. The Company's valuation allowance increased by $20,000 during fiscal 2015.

The United States Federal return year of 2015 is still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. We are subject to examination by the California Franchise Tax Board for the 2015 year and currently do not have any ongoing tax examinations.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred after June 30, 2015 through November 9, 2015, the issuance date of these financial statements.  There have been no other events or transactions during this time which would have a material effect on these financial statements.

 

F-13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this Offering Circular.  This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties.  Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this Offering Circular.

HyGen Industries, Inc. is a California corporation formed in August 2014 initially to develop and build, in co-operation with the California Energy Commission ("CEC"), renewable hydrogen fueling stations as part of the State of California's Advanced Clean Car ("ACC") program.  With the signing into law of Assembly Bill ("AB 8"), the State of California has guaranteed to provide sufficient hydrogen infrastructure to accommodate the 2015 roll-out of hydrogen fuel cell electric vehicles ("FCEV").  AB 8 expands on the Zero Emission Vehicle ("ZEV") Action Plan which the Governor's Office released in February 2013.

California's hydrogen infrastructure program proposes $20M in annual funding for hydrogen stations through 2020.  HyGen secured a three station award from Program Opportunity Notice-13-607 ("PON-13-607") in November 2013.  We intend to participate in all future Program Opportunity Notices ("PONs") and plan to leverage knowledge, gained from our successful proposal, to obtain additional grants whenever the opportunity arises.

Under the terms of HyGen's PON-13-607 award, the CEC granted up to $5.3M in funding toward the cost of three renewable hydrogen fueling stations in Orange, Pacific Palisades and Rohnert Park and up to $100,000 per annum per station for operation and maintenance costs for three years.  We believe that the CEC funding will allow us to establish our brand of clean renewable hydrogen with minimal financial risk to us and our investors.  As FCEVs achieve market acceptance, we believe we will be able to access capital markets and deploy second generation systems to meet anticipated increased demand for hydrogen fuel.

The primary sources of revenue for HyGen during the CEC pilot program duration are expected to be state contributions to the operation and maintenance of hydrogen stations and the proceeds earned from the sale of hydrogen fuel for FCEVs.  Management also believes that revenue can be earned from the provision of consulting services to other renewable hydrogen fuel industry participants.

Results of Operations 

The period of August 13, 2014 (date of inception) to June 30, 2015 

Revenue.  Total revenue for the period of August 13, 2014 (date of inception) to June 30, 2015 was $205,944.  Revenue was comprised of reimbursement of operating expenses directly related to the construction of hydrogen fueling stations received from the California Energy Commission from Program Opportunity Notice-13-607 ("PON-13-607").

Operating Expenses.  Operating expenses for the period of August 13, 2014 (inception) to June 30, 2015 were $437,452.  Operating expenses for the period were comprised of organization costs as well as attorney fees, and other administrative expenses associated with setting up our operations.

Net Loss.  Net loss for the period of August 13, 2014 (inception) to June 30, 2015 was ($232,308).  This net loss was the result of organization costs, consulting fees, and administrative costs associated with setting up our operations.  Currently operating costs exceed revenue because we intend to derive our revenue from sales of hydrogen fuel and station operating and maintenance funding from the CEC.  This revenue requires our hydrogen stations to be fully operational.

 

-54-

Liquidity and Capital Resources

We had net cash of $138,898 at June 30, 2015, primarily from the retention of subcontractor and vendor invoices and the retention of directors' remuneration.

During the period of August 13, 2014 (date of inception) to June 30, 2015, we used $114,482 of cash for operating activities. A portion of the funds were used to pay investment banking fees, legal fees and general administration costs.

The Company expended $1,987,204 for the construction of equipment that will be installed in Stations.  The CEC has reimbursed us a like amount under the CEC Grant and accordingly, net, there were zero dollars used in investing activities.  The Company may expend cash in the future for construction of equipment as it relates to the match portion of our CEC requirement.

Cash provided by financing activities relating to advances from related parties and affiliates during the period of August 13, 2014 (date of inception) to June 30, 2015 was $24,416. 

We will have additional capital requirements during 2015 and 2016.  We do not expect to be able to satisfy our cash requirements through sales, and therefore we will attempt to raise additional capital through the sale of our common stock.

We cannot assure that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all.  We are currently incurring operating deficits that are expected to continue for the foreseeable future.

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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations.  The list is not intended to be a comprehensive list of all of our accounting policies.  In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.  The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results.  Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period.  There can be no assurance that actual results will not differ from those estimates.

Revenue Recognition 

The Company will recognize revenues from 1) sales of hydrogen from its fueling stations when (a) persuasive evidence that an agreement exists; (b) the products have been delivered; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

As discussed in Note 3 of the financial statements, the Company received a grant from the CEC. The CEC Grant generally provides for payment in connection with related development and construction costs involving the procurement and installation of hydrogen fueling stations. Grant award reimbursements were recorded as either contra assets or as revenues depending upon whether the reimbursement is for capitalized costs or operating expenses incurred by the Company. Contra capitalized cost and revenues from the grant were recognized in the period during which the conditions under the grant had been met and the Company had incurred cost for the related asset or expense.

 

-55-

Stock Based Compensation

The Company accounts for stock options issued to employees under ASC 718 "Share-Based Payment". Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite vesting period. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.

The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 "Equity". The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

 

-56-

 PART III - EXHIBITS

Item 16	Index to Exhibits
2.1	Articles of Incorporation
2.2	Bylaws
4.1	Subscription Documents
6.1	Grant by the California Energy Commission to HyGen Industries, Inc.
11.1	Consent of Independent Certified Public Accountants
12.	Legal Opinion of Richardson & Associates

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on January 22, 2016.

(Exact name of issuer as specified in its charter):           HyGen Industries, Inc.

By (Signature and Title):

/s/ Paul Staples                                                                                                                    

Paul Staples, Chief Executive Officer (Principal Executive Officer)

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

(Signature):  /s/ Paul Dillon                                                                                                                                                      

(Title):         Paul Dillon, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

(Date): January 22, 2016

/s/ Paul Staples	/s/ Paul Dillon
Paul Staples, Chairman	Paul Dillon, Director
./s/ Richard Capua	/s/ W. Woodland Hastings
Richard Capua, Director	W. Woodland Hastings, Director
/s/ James Provenzano	/s/ Alexander Kolb
James Provenzano, Director	Alexander Kolb, Director
/s/ Glenn Rambach	/s/ Dr. Woodrow Clark II
Glenn Rambach, Director	Dr. Woodrow Clark II, Director

-57-

EX1A-2B BYLAWS

EXHIBIT 2.1

BYLAWS

BYLAWS

OF

HYGEN INDUSTRIES, INC.

a California corporation

Adopted as of August 13, 2014

HyGen Industries, Inc.

a California corporation

BYLAWS

TABLE OF CONTENTS

	Page
Article I. General Provisions
Section 1.01. Principle Office	1
Article II. Meetings of Shareholders
Section 2.01. Place of Meetings	1
Section 2.02 Annual Meetings	1
Section 2.04. Notice of Meetings	1
Section 2.05. Quorum	2
Section 2.06. Adjourned Meeting and Notice Thereof	3
Section 2.07.  Voting at Meetings	3
Section 2.08. Record Date	5
Section 2.09. Proxies	5
Section 2.10. Consent of Absentees	6
Section 2.11. Action Without Meeting	6
Section 2.12. Shareholders' Right to Inspect Corporate Records	7
Section 2.13. Inspection of Bylaws	7

-i-

Article III. Directors
Section 3.01. Powers	7
Section 3.02. Number of Directors	8
Section 3.03. Executive Committees	8
Section 3.04. Election and Term of Office	9
Section 3.05. Vacancies	9
Section 3.06. Removal	9
Section 3.07. Place of Meeting	10
Section 3.08. Regular Meetings of the Board of Directors	10
Section 3.09. Special Meetings	10
Section 3.10. Waiver of Notice	10
Section 3.11. Notice of Adjournment	11
Section 3.12. Quorum	11
Section 3.13. Participation in Meetings by Telephone	11
Section 3.14. Action Without Meeting	11
Section 3.15. Fees and Compensation	11
Section 3.16. Directors' Right to Inspect Corporate Records	11
Article IV. Officers
Section 4.01. Officers	11
Section 4.02. Elections	12
Section 4.03. Other Officers	12
Section 4.04. Removal and Resignation	12
Section 4.05. Vacancies	12

 

-ii-

Section 4.06. Chairman of the Board	12
Section 4.07. President	12
Section 4.08. Vice President	13
Section 4.09. Secretary	13
Section 4.10. Chief Financial Officer	13
Article V. Indemnification
Section 5.01. Definitions	14
Section 5.02. Indemnification in Actions by Third Parties	14
Section 5.03. Indemnification in Actions by or in the Right of the Corporation	14
Section 5.04. Indemnification Against Expenses	16
Section 5.05. Required Determinations	16
Section 5.06. Advance of Expenses	16
Section 5.07. Other Indemnification	16
Section 5.08. Forms of Indemnification Not Permitted	17
Section 5.09. Insurance	17
Section 5.10. Nonapplicability to Fiduciaries of Employee Benefit Plans	17
Article VI. Miscellaneous
Section 6.01. Annual Report to Shareholders	17
Section 6.02. Checks, Drafts, etc.	17
Section 6.03. Authority to Execute Contracts	17
Section 6.04. Certificates	18
Section 6.05. Transfer of Certificates	19
Section 6.06. Representation of Shares of Other Corporations	19

-iii-

Section 6.07. Employee Stock Purchase or Option Plans	19
Section 6.08. Construction and Definitions	19
Article VII. Amendments
Section 7.01. Power of Shareholders	19
Section 7.02. Power of Directors	19
Section 7.03. Severability	20

-iv-

BYLAWS

OF

HYGEN INDUSTRIES, INC.

a California corporation

Article I.         General Provisions

Section 1.01.    Principal Office.  The principal executive office of the Corporation shall currently be located at 11603 San Vicente Boulevard, Los Angeles, California 90049.  The Board of Directors may fix and locate one or more additional or substitute offices within or without the State of California.

Article II.        Meetings of Shareholders

Section 2.01.   Place of Meetings.  The Board of Directors may designate any place within or without the State of California for the holding of any meeting or meetings of shareholders, including holding any meeting electronically by video conference or by telephone.  In the absence of such a designation by the Board of Directors, the shareholders may designate the place for such meeting or meetings by obtaining written consent of all the persons entitled to vote at such meeting; provided, that, in the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the Corporation, or upon the approval of the Board of Directors or the Chairman of the Board, by video or telephone conference.

Section 2.02.   Annual Meetings.  The Board of Directors by resolution shall designate the time, place and date (which shall be in the case of the first annual meeting, not more than 15 months after the organization of the Corporation and, in the case of all other annual meetings, no more than 15 months after the date of the last annual meeting) of the annual meeting of shareholders.

Section 2.03.   Special Meetings.  Special meetings of shareholders may be called at any time, for any purpose or purposes whatsoever, by the Chief Executive Officer, by the President, by the Chairman of the Board, by the Board of Directors, or by one or more shareholders holding not less than fifteen (15) percent of the voting shares of the Corporation, with appropriate notice as described in Section 2.04 of these Bylaws.

Section 2.04.   Notice of Meetings.

A.        Written notice of all meetings of shareholders shall be given to each shareholder entitled to vote by the Secretary or by any Assistant Secretary, or by any other person whom the Board of Directors may charge with that duty.  Such notice shall be given, either personally or by mail or other means of written

1

communication, including without limitation by email with a return receipt, addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice.  If no such address appears or is given, the notice should be addressed at the place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located.  The notice or report shall be deemed to have been given when delivered personally or deposited in the mail or sent by other means of written communication, including without limitation by email with a return receipt.  An affidavit of mailing of any notice or report in accordance with these Bylaws ("Bylaws") executed by the Secretary, Assistant Secretary or any transfer agent shall be prima facie evidence of the giving of the notice or report.  If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, then all future notices shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand at the principal executive office of the Corporation for a period of one year from the date of giving of the notice or report to the other shareholders.

B.         All notices shall be given not fewer than ten nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat.  Such notice shall state the place, date and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders; provided, however, that any shareholder approval at an annual meeting, other than unanimous approval by those entitled to vote pursuant to Section 310, 902, 1201, 1900 or 2007 of the California General Corporation Law, shall be valid only if the general nature of the proposal so approved was stated in the notice of the meeting or in any written waiver of notice, and provided further, that any unanimous shareholder approval at an annual meeting by those entitled to vote pursuant to Section 310, 902, 1201, 1900 or 2007 of the California General Corporation Law shall be valid even though the general nature of the proposal so approved was not stated in the notice of meeting or in any written waiver of notice.  A notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

Section 2.05.   Quorum.  The presence in person or by proxy of the persons entitled to vote a majority of the voting shares of the Corporation at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.06.   Adjourned Meeting and Notice Thereof.  Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in Section 2.05 of these Bylaws.  It shall not be necessary to give any notice of the time and place of the adjourned

2

meeting or of the business to be transacted thereat, other than by announcement at the meeting in which such adjournment is taken except that, when any meeting is adjourned for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting; a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote thereat. At the adjourned meeting the Corporation may transact any business which could have been transacted at the original meeting.

Section 2.07.   Voting at Meetings.

A.        The shareholders entitled to notice of any meeting or to vote at any such meeting shall be the persons in whose name shares stand on the stock records of the Corporation on the record date determined in accordance with Section 2.08 of these Bylaws.

B.         Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(1) subject to clause (8) below, shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of the shares into the holder's name;

(2) subject to clause (8) below, shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares so held without a transfer of them into the trustee's name;

(3) shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed;

(4) subject to the provisions of Section 705 of the California General Corporation Law and of Section 2.09 of these Bylaws, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred;

(5) shares standing in the name of a minor may be voted and the Corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the Corporation has notice, actual or constructive, of the minority, unless a guardian of the minor's property has been appointed and written notice of such appointment has been given to the Corporation;

(6) shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy holder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the board of directors of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or any vice president of such other corporation, or by any other person authorized to do so by the

3

chairman of the board, president or any vice president of such other corporation.  Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this clause, unless the contrary is shown;

(7) shares of the Corporation owned by any subsidiary of the Corporation shall not be entitled to vote on any matter;

(8) shares held by the Corporation in a fiduciary capacity, and shares of the Corporation held in a fiduciary capacity by any subsidiary of the Corporation, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the Corporation binding instructions as to how to vote such shares; and

(9) if shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxy holders) have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(a)  if only one votes, such act binds all;

(b)  if more than one vote, the act of the majority so voting binds all;

(c)  if more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.  If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of the above shall be a majority or even split in interest.

C.        Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate his/her votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his/her shares are entitled, or he/she may distribute his/her votes on the same principle among as many candidates as he/she thinks fit.  No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination before the voting and the shareholder has given notice, and then all shareholders may cumulate their votes for candidates in nomination.

D.        Elections need not be by ballot provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

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E.         In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are shall be elected.

Section 2.08.   Record Date.

A.     The Board of Directors shall determine the shareholders eligible to vote at any meeting of shareholders, or those shareholders who are eligible to receive a dividend or distribution, by establishing a Record Date.  Those persons with title to the shares on the Record Date shall be entitled to vote those shares or receive the dividend or distribution, as the case may be.  The Record Date shall be a date that is no more than sixty (60) days or less than ten (10) days before the meeting or distribution or dividend.  Once a determination of shareholders eligible to vote at a meeting has been determined, that determination shall apply to any adjournments of the same meeting.

B.   If the Board of Directors fails to set a Record Date, then the business day following the date that notices of the meeting or dividend or distribution were mailed shall be the Record Date.

Section 2.09.   Proxies.

A.        Every person entitled to vote or to execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Corporation. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy continues in full force and effect until revoked by the person executing it before the vote pursuant thereto, except as otherwise provided in this Section or by law. Revocation may be effected in writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person who executed the proxy.  The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmarked date on the envelopes in which they are mailed.  A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of the death or incapacity is received by the Corporation.

B.         Except when other provision shall have been made by written agreement between the parties, the record holder of shares held by a pledgee or otherwise as security or belonging to another shall issue to the pledgor or to the owner of such shares, upon demand therefor and payment of necessary expenses thereof, a proxy to vote or take other action.

C.        A proxy stating that it is irrevocable is irrevocable for the period specified therein and can be carried over to a new owner of the shares if that is what is agreed, subject to the disclosure requirement in these Bylaws.

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D.        A proxy may be revoked, notwithstanding a provision making it irrevocable, by a buyer of shares without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability appear on the certificate representing such shares.

Section 2.10.   Consent of Absentees.  The transactions of any meeting of the shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, be present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in subdivision (f) of Section 601 of the California General Corporation Law.

Section 2.11.   Action Without Meeting.  Subject to Section 603 of the California General Corporation Law, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting of shareholders without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action in a meeting at which all shares entitled to vote thereon were present and voted.  Notwithstanding the previous sentence and subject to Section 3.05 of these Bylaws, directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.  Unless a record date for voting purposes has been fixed as provided in Section 2.08 of these Bylaws, the record date for determining shareholders entitled to be given consent pursuant to this Section, when no action has been taken by the Board of Directors, shall be the day on which the first written consent is given.

Section 2.12.   Shareholders' Right to Inspect Corporate Records.

A.        A shareholder or shareholders holding at least five percent in the aggregate of the outstanding voting shares of the Corporation or who hold at least one percent of such voting shares and have filed a Schedule 14‑A with the Securities and Exchange Commission relating to the election of directors of the Corporation shall have an absolute right to do either or both of the following: (i) inspect and copy the record of shareholders, names and addresses and shareholdings during usual business hours upon five business days, advance written demand upon the Corporation or, (ii) obtain from the transfer agent for the Corporation, upon five business days, advance written notice and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholders by the transfer agent upon request), a list of the names and addresses of the shareholders entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholders after the date of demand.

B.         The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during

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usual business hours upon written demand on the Corporation, for a purpose reasonably related to such holder's interests as a shareholder or holder of a voting trust certificate.

C.        The accounting books and records and minutes of proceedings of the shareholders, Board of Directors and committee reports of the Board of Directors of the Corporation shall be open to inspection and copying upon the written demand on the Corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or holder of such voting trust certificate.

D.        Any inspection and copying under this Section may be made in person or by an agent or attorney, and the right to inspect and copy includes the right to make extracts.

E.         If any item open to inspection is labeled "Confidential" or "Proprietary," recipient must sign a Non-Disclosure Agreement before viewing and copying.

Section 2.13.   Inspection of Bylaws.  The Corporation shall keep at its principal executive office, if in the State of California, and if not, at its principal business office in the State of California, the original or a copy of the bylaws, as amended or otherwise altered to date, certified by the shareholders at all reasonable times during office hours.

Article III. Directors

Section 3.01.   Powers.  Subject to the limitation of the Articles of Incorporation, of these Bylaws, and of the California General Corporation Law relating to action required to be approved by the shareholders or the outstanding shares, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.  The Board of Directors may delegate the management of the day‑to‑day operation of the business of the Corporation to a management company or other person, provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.

Section 3.02.   Number of Directors.  The Corporation shall have no fewer than six (6) nor more than eleven (11) directors.  Initially the exact number of directors will be eight (8).  The exact number of directors will be determined from time to time by resolution adopted by approval of the outstanding shares or by the affirmative vote of a majority of the Whole Board of Directors.  Notwithstanding the foregoing, before the issuance of any shares and so long as the Corporation has only one shareholder, the number of directors may be one or two, and so long as the Corporation has two shareholders, the number may be two.  As used in these Bylaws, the term "Whole Board" means the number of directors that the Corporation would have if there were no vacancies.  After the issuance of shares, a bylaw specifying the changing of the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be adopted only by approval of the outstanding shares.  No reduction of the authorized number of directors shall have the effect of removing any director before the expiration of his/her term of office.

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Section 3.03.   Executive Committees.

A.        The Board of Directors may, by resolution duly adopted by the majority of the Whole Board or by the Chairman of the Board, appoint one or more committees or an Advisory Board, each consisting of one or more directors, and delegate to such committees any of the authority of the Board of Directors, provided, that no committee will have the power to expend funds of the Corporation or adopt any resolution that is binding on the Board of Directors or is more than a recommendation for consideration by the Board of Directors; and provided further, that no committee may do any of the following:

1. The approval of any action for which the California General Corporation Law requires approval of the shareholders or of the outstanding shares;

2. The filling of vacancies on the Board of Directors or on any committee;

3. The fixing of compensation of the directors for serving on the Board of Directors or on any committee;

4. The amendment or repeal of bylaws or the adoption of new bylaws;

5. The amendment or repeal of any resolution of the Board of Directors;

6. A distribution to the shareholders of the Corporation except at a rate or in a periodic amount or within a price range determined by the Board of Directors;

7. The appointment of other committees of the Board of Directors or the members thereof;

8. Any other restriction that the Board of Directors or the Chairman may deem appropriate.

B.         The Board of Directors shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted.  In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted.  Unless the Board of Directors or such committee shall otherwise provide, the regular and special meetings and other action of any such committee shall be governed by the provisions of this Article applicable to meetings and action of the Board of Directors. Minutes shall be kept of each meeting of each committee.

Section 3.04.   Election and Term of Office.  The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held or the directors are not elected thereat, then the directors may be elected at any special meeting of shareholders held for that purpose.  Each director shall hold office until the next annual meeting and until a successor has been elected and qualified. 

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Section 3.05.   Vacancies.

A.        A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of death, resignation or removal of any director, or if the authorized number of directors is increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

B.         The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court, or convicted of a felony.  Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders.  The shareholders may elect a director or directors, at any time to fill any vacancy or vacancies not filled by the directors. Except as otherwise specifically provided by law, any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.  If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders constitute less than a majority of the directors then in office, then any holder or holders of an aggregate of five percent or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of shareholders to elect the entire Board of Directors.  The term of office of any director not elected by the shareholders shall terminate upon such election of a successor.

C.        Any director may resign, effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation.  If the resignation is effective at a future time, then a successor may be elected to take office when the resignation becomes effective.

Section 3.06.   Removal.

A.        Any or all of the directors may be removed without cause if such removal is approved by the outstanding shares of the Corporation, subject to the following: (1) no director may be removed (unless the entire Board of Directors is removed) when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected; and (2) when by the provisions of the Articles of Incorporation the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

B.         No reduction of the authorized number of directors shall have the effect of removing any director before the expiration of his/her term of office.

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Section 3.07    Place of Meeting.  Regular meetings of the Board of Directors shall be held at any place within or without the State of California or by video or telephone conference, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors given either before or after the meeting and filed with the Secretary of the Corporation.  In the absence of such designation, a regular meeting of the Board of Directors shall be held at the principal executive office of the Corporation. Special meetings of the Board of Directors may be held either at a place so designated or at the principal executive office.

Section 3.08.   Regular Meetings of the Board of Directors.  A regular meeting of the Board of Directors shall be held immediately following each annual meeting of shareholders as provided in Section 2.02 of these Bylaws.  Regular meetings of the Board of Directors may be held without notice if the time and place of the meetings are fixed in these Bylaws or by resolution of the Board of Directors.

Section 3.09.   Special Meetings.

A.        Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, by the Chief Executive Officer or by the President, or if he/she is unable or refuses to act, by any two directors.

B.         Special meetings of the Board of Directors shall be held upon four days written notice by mail, or upon 48 hours' notice given personally or by telephone (including a voice messaging system or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail or other electronic means.  Any such notice shall be addressed or delivered to each director at his/her address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, then at the place where the meetings of the directors are regularly held.

C.        Notice by mail shall be deemed to have been given at the time written notice is deposited in the United States mail, postage prepaid.  Any other written notice shall be deemed to have been given at the time when it is personally delivered to the recipient or delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.  Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or a person at the recipient's office whom the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 3.10.   Waiver of Notice.  The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though adopted at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be

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filed with the corporate records or made a part of the minutes of the meeting.

Section 3.11.   Notice of Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given before the adjourned meeting to the directors who are not present at the time of the adjournment.

Section 3.12.   Quorum.  A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business, except to adjourn as hereinafter provided. Except as otherwise provided in the Articles of Incorporation or Bylaws or in the California General Corporation Law, every act or decision done or made by the majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.13.   Participation in Meetings by Telephone.  Members of the Board of Directors may participate in a meeting through use of a conference telephone, video conference, or similar communications equipment, so long as all members participating in such a meeting can hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.

Section 3.14.   Action Without Meeting.  Any action under any provision of the California General Corporation Law required or permitted to be taken by the Board of Directors, may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

Section 3.15.   Fees and Compensation.  Directors and members of committees may receive such compensation for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.

Section 3.16.   Directors' Right to Inspect Corporate Records.  Every director shall have the right at any time to inspect all books, records, documents, and physical properties of the Corporation and also of its subsidiary corporations, if any, to the extent permitted by law.  Such inspection by a director may be made in person or by agent or attorney.

Article IV. Officers

Section 4.01.   Officers.  The officers of the Corporation shall consist of a chief executive officer and/or president, a secretary, a chief financial officer, and such additional officers as may be appointed in accordance with Section 4.03 of these Bylaws.  One person may hold two or more offices, including the offices of chief executive officer, president and secretary.

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Section 4.02.   Elections.  The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03, shall be chosen by, and shall serve at the pleasure of, the Board of Directors.

Section 4.03.   Other Officers.  The Board of Directors or the Chief Executive Officer or President may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as provided in these Bylaws or as the Board of Directors or the President or the Chief Executive Officer may from time to time determine.

Section 4.04.   Removal and Resignation.

A.        Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.  Any such removal shall be without prejudice to the rights, if any, of the officer under his contract of employment, if any, and if said officer is also a Board member, has no effect on his/her status as a Board member.

B.         Any officer may resign at any time by giving written notice to the Board of Directors, the Chief Executive Officer, the President, or the Secretary of the Corporation. Any such resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party, and shall take effect upon receipt of such notice or at any later time specified therein.  Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 4.05.   Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

Section 4.06.   Chairman of the Board.  The Chairman of the Board is elected by the Board of Directors and shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time be assigned to him by the Board of Directors or prescribed by the Bylaws.  The Corporation may also have a Vice Chairman elected by the Board of Directors, having such authority as given by the Board of Directors or the Chairman of the Board.  In the case of a deadlock in the vote of directors on any matter, the proposed resolution will not be adopted unless the shareholders duly vote to approve the resolution in accordance with and subject to applicable law and these Bylaws.

Section 4.07.   President and Chief Executive Officer.  Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board,  the Chief Executive Officer and/or the President shall, subject to the control of the Board of Directors or the Chairman of the Board, to the extent authorized by the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation.  He/She shall preside at all

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meetings of shareholders and, in the absence of the Chairman of the Board, at all meetings of the Board of Directors. He/She shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president or chief executive officer of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 4.08.   Vice President.  In the absence or disability of the President and Chief Executive Officer, if any, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President and Chief Executive Officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President and Chief Executive Officer.  The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board of Directors or the Bylaws.

Section 4.09.   Secretary.

A.        The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may order, a book of minutes of all meetings of shareholders, the Board of Directors, and its committees with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof.

B.         The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation.

C.        The corporate minutes shall be kept in written form. The other information that the Secretary shall keep or cause to be kept shall be kept either in written form or in a form capable of being converted into written form.  These minutes may be kept as a recording for convenience if acceptable to all participants of the meeting.

D.        The Secretary shall give, or cause to be given, notice of all the meetings of shareholders and of the Board of Directors and of any committees thereof required by the Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 4.10.   Chief Financial Officer.

A.        The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.  Any surplus,

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including earned surplus, paid‑in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all reasonable times be open to inspection by any director.

B.         The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors.  He shall render to the President or Chief Executive Officer and directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the President, Board of Directors or the Bylaws.

Article V. Indemnification

Section 5.01.   Definitions.  For the purposes of this Article, "agent" includes any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.  "Proceeding" includes any threatened, pending or completed action or proceeding, whether civil or criminal, administrative or investigative.  "Expenses" include attorneys' fees and any expenses of establishing a right to indemnification under Section 5.04 or Section 5.05(C) of these Bylaws.

Section 5.02.   Indemnification in Actions by Third Parties.  The Corporation shall have the power, to the maximum extent permitted by law, to indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed proceeding, whether civil, criminal, administrative, or investigative (other than an action by, or in the right of, the Corporation) related in any way to the Corporation or arising out of such person's capacity as an agent of the Corporation, against expenses, judgments, fines, settlements, expert witness' fees and other amounts actually and reasonably incurred in connection with the defense, settlement, or other aspect of such proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in the best interests of the Corporation or that he/she had reasonable cause to believe that his/her conduct was unlawful.

Section 5.03.   Indemnification in Actions by or in the Right of the Corporation.  The Corporation shall have the power, to the maximum extent permitted by law, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by, or in the right of, the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation against expenses actually and reasonably

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incurred in connection with the defense or settlement of such action if he/she acted in good faith, in a manner he believed to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.  No indemnification shall be made under this Section:

A.        in respect of any claim, issue, or matter as to which such persons shall have been adjudged to be liable to the Corporation in the performance of his duty to the Corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, he/she is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

B.         of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

C.        of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 5.04.   Indemnification Against Expenses.  To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Section 5.02 or 5.03 of these Bylaws or in defense of any claim, issue or matter therein, he/she shall be indemnified against his/her expenses actually and reasonably incurred in connection therewith.  Expenses incurred in defending any proceeding shall be advanced by the Corporation to the agent prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount if a court of competent jurisdiction enters a final judgment determining that the agent was not entitled to indemnification by the Corporation.  In the event the Corporation fails or refuses to provided such indemnification or to advance expenses to an agent, such agent shall be entitled to the expenses incurred by the agent in an action to enforce the right to indemnification and advancement. 

Section 5.05.   Required Determinations.  Except as provided in Section 5.04 of these Bylaws, any indemnification under this Article shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper under the circumstances because the agent has met the applicable standard of conduct set forth in Section 5.02 or 5.03 of these Bylaws by:

A.        a majority vote of a quorum consisting of directors who are not parties to such proceedings;

B.         approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

C.        the court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation.

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Section 5.06.   Advance of Expenses.  Expenses incurred in defending any proceeding may be advanced by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation.

Section 5.07.   Other Indemnification.  No provision made by the Corporation to indemnify the directors or officers of the Corporation, or those of a subsidiary of the Corporation for the defense of any proceeding, whether contained in the Articles of Incorporation, Bylaws, a resolution of the shareholders or directors, an agreement or otherwise, shall be valid unless consistent with Sections 204, 204.5 and 317 of the California General Corporation Law.  Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 5.08.   Forms of Indemnification Not Permitted.  No indemnification or advance shall be made under this Article, except as provided in Section 5.04 or Section 5.05(C) of these Bylaws in any circumstance where it appears:

A.        that it would be inconsistent with a provision of the Articles of Incorporation, Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

B.         that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 5.09.   Insurance.  The Corporation shall have the power to buy and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

Section 5.10.   Nonapplicability to Fiduciaries of Employee Benefit Plans.  This article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in his capacity as such, even though he may also be an agent of the Corporation as defined in Section 5.01 of these Bylaws. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than Section 317 of the California General Corporation Law.

Article VI. Miscellaneous

Section 6.01.   Annual Report to Shareholders.  The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to shareholders.

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Section 6.02.   Checks, Drafts, etc.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 6.03.   Authority to Execute Contracts.  Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance or other instrument in writing, and any assignment or endorsements thereof, executed or entered into between this Corporation and any other person shall only be valid and binding on this Corporation when signed by the Chairman of the Board,= the Chief Executive Officer, the President, the Secretary, or the Chief Financial Officer of the Corporation; provided, that it shall not be binding if the other person knew that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board of Directors and, unless so authorized or subsequently ratified by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.  

EX1A-4 SUBS AGMT

EXHIBIT 4.1

SUBSCRIPTION DOCUMENTS

HYGEN INDUSTRIES, INC.

a California Corporation

4,000,000 Shares at $5.00 Per Share

Minimum Investment: 100 Shares ($500)

FOR SOPHISTICATED INVESTORS ONLY

INSTRUCTIONS FOR SUBSCRIPTION

To Subscribe

1.	Subscription Agreement
	Please execute the signature page and return with the Investor Questionnaire
2.	Investor Questionnaire
	Please complete and return with your executed Subscription Agreement
3.	Please make check payable to: HyGen Industries, Inc.
4.	Please mail subscription documents and checks to:

HyGen Industries, Inc.

11693 San Vicente Boulevard, Suite 445

Los Angeles, California 90049

Attention: Paul Dillon, Chief Financial Officer

SUBSCRIPTION AGREEMENT

Name of Investor:                                                                                                                                                                                

(Print)

Paul Dillon, Chief Financial Officer

HyGen Industries, Inc.

11693 San Vicente Boulevard, Suite 445

Los Angeles, California 90049

Re:           HYGEN INDUSTRIES, INC. - 4,000,000 Shares of Common Stock (the "Shares")                           

Gentlemen:

1.              Subscription.  The undersigned hereby tenders this subscription and applies to purchase the number of Shares in HyGen Industries, Inc., a California corporation (the "Company") indicated below, pursuant to the terms of this Subscription Agreement.  The purchase price of each Share is five dollars ($5.00), payable in cash in full upon subscription.  The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Shares.  The undersigned understands that the Shares are being offered pursuant to the Offering Circular, dated January 22, 2016 and its exhibits (the "Offering Circular").  In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information contained in the Purchaser Questionnaire is complete and accurate, and presents a true statement of the undersigned's financial condition. 

2.              Representations and Understandings.  The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:

(i)                   The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested.

(ii)                 The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto.

(iii)                The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him.  The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment.  The undersigned understands that any projections which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company's operations.

(iv)               The undersigned understands that the Shares are not being registered under the Securities Act of 1933, as amended (the "1933 Act") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned's representations and warranties, and those of the other purchasers of Shares.

(v)                 The undersigned understands that the Shares are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National

 

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Securities Market Improvement Act of 1996.  The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares.  The undersigned covenants not to sell, transfer or otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an exemption from registration is available.

(vi)               The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended, or the undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended (see the attached Purchaser Questionnaire), or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an "accredited investor."

(vii)              The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time.  The undersigned has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the 1933 Act and applicable state law and an exemption from registration for resale may not be available.

(viii)            All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state.  The undersigned acknowledges that it did not have any direct communication with FundAmerica Securities LLC in connection with the offering.

(ix)                The undersigned has relied solely upon the Offering Circular and independent investigations made by him or his purchaser representative with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned.

(x)                  The undersigned agrees not to transfer or assign this subscription or any interest therein.

(xi)                The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription.

(xii)               If the undersigned is a partnership, corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares.  This Subscription Agreement and all other documents executed in connection with this subscription for Shares are valid, binding and enforceable agreements of the undersigned.

(xiii)             The undersigned meets any additional suitability standards and/or financial requirements which may be required in the jurisdiction in which he resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

(xiv)             The undersigned understands that the offering is being conducted by the Company directly (issuer-directed) and the Company has not engaged a selling agent such as an underwriter or placement agent. The undersigned acknowledges and agrees that FundAmerica Securities, LLC has been engaged to serve as an accommodating broker-dealer and to provide certain technology, transaction facilitation and escrow services. FundAmerica Securities LLC is not participating as an underwriter. The undersigned acknowledges that FundAmerica Securities LLC has neither solicited your investment in the Company, recommended the Shares, provided any advice, including investment advice, nor is FundAmerica Securities, LLC distributing the Offering Circular or making any oral representations concerning the offering. The undersigned should not rely on FundAmerica Securities, LLC involvement in this offering as any basis for a belief that it has done extensive due diligence.

 

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3.             Indemnification.  The undersigned hereby agrees to indemnify and hold harmless the Company and all of its affiliates, attorneys, accountants, employees, officers, directors, Shareholders, representatives, and agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned's representations and warranties herein or in the Purchaser Questionnaire being untrue or inaccurate, or because of a breach of this agreement by the undersigned.  The undersigned hereby further agrees that the provisions of Section 3 of this Subscription Agreement will survive the sale, transfer or any attempted sale or transfer of all or any portion of the Shares.  The undersigned hereby grants to the Company the right to setoff against any amounts payable by the Company to the undersigned, for whatever reason, of any and all damages, costs and expenses (including, but not limited to, reasonable attorney's fees) which are incurred by the Company or any of its affiliates as a result of matters for which the Company is indemnified pursuant to Section 3 of this Subscription Agreement.

4.              Taxpayer Identification Number/Backup Withholding Certification.  Unless a subscriber indicates to the contrary on the Subscription Agreement, he will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he is not subject to backup withholding on interest or dividends.  If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Shares.

5.              Governing Law.  This Subscription Agreement will be governed by and construed in accordance with the laws of the State of California.  The venue for any legal action under this Agreement will be in the proper forum in the County of Los Angeles, State of California.

6.              Acknowledgement of Risks Factors.  The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular.  The undersigned acknowledges that this investment entails significant risks.

7.               Third-Party Beneficiaries.  Except for FundAmerica Securities LLC, including its affiliates and assigns, which shall be deemed to be third party beneficiaries of this Subscription Agreement, the terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

8.               Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

 

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                The undersigned has (have) executed this Subscription Agreement on this          day of                   , 20      , at                                                                                             .

SUBSCRIBER (1) _____________________________________ Signature _____________________________________ (Print Name of Subscriber) _____________________________________ (Street Address) _____________________________________ (City, State and Zip Code) _____________________________________ (Social Security or Tax Identification Number) SUBSCRIBER (2) _____________________________________ Signature _____________________________________ (Print Name of Subscriber) _____________________________________ (Street Address) _____________________________________ (City, State and Zip Code) _____________________________________ (Social Security or Tax Identification Number)

Number of Shares  ____________

Dollar Amount of Shares (At $5.00 per Share)  ____________________________

PLEASE MAKE CHECKS PAYABLE TO: "FundAmerica Securities, LLC, as Agent to HYGEN INDUSTRIES, INC. ESCROW ACCOUNT"

MANNER IN WHICH TITLE IS TO BE HELD:

/_/	Community Property*	/_/	Individual Property
/_/	Joint Tenancy With Right of Survivorship*	/_/	Separate Property
/_/	Corporate or Fund Owners**	/_/	Tenants-in-Common*
/_/	Pension or Profit Sharing Plan	/_/	Tenants-in-Entirety*
/_/	Trust or Fiduciary Capacity (trust documents must accompany this form)	/_/	Keogh Plan
/_/	Fiduciary for a Minor	/_/	Individual Retirement Account
		/_/	Other (Please indicate)
	* Signature of all parties required
	** In the case of a Fund, state names of all partners.

SUBSCRIPTION ACCEPTED:

HYGEN INDUSTRIES, INC.

By:
Paul Staples, Chief Executive Officer	DATE

 

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HYGEN INDUSTRIES, INC.

PURCHASER QUESTIONNAIRE

Paul Dillon, Chief Financial Officer

HyGen Industries, Inc.

11693 San Vicente Boulevard, Suite 445

Los Angeles, California 90049

Re:          HYGEN INDUSTRIES, INC.

Gentlemen:

The following information is furnished to you in order for you to determine whether the undersigned is qualified to purchase shares of common stock (the "Shares") in the above referenced Company pursuant to Section 3(b) of the Securities Act of 1933, as amended (the "Act"), Regulation A promulgated thereunder, and appropriate provisions of applicable state securities laws.  I understand that you will rely upon the following information for purposes of such determination, and that the Shares will not be registered under the Act in reliance upon the exemption from registration provided by Section 3(b) of the Act, Regulation A, and appropriate provisions of applicable state securities laws.

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. However, I agree that you may present this questionnaire to such parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Shares is exempt from registration under the Act or meets the requirements of applicable state securities laws.

I hereby provide you with the following representations and information:

1.	Name:
2.	Residence Address & Telephone No.:
3.	Mailing Address:
3a.	Email Address:
4.	Employer and Position:
5.	Business Address & Telephone No.:
6.	Business or Professional Education & Degree

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7.         Prior Investments of Purchaser:

Amount (Cumulative)          $ ______________________ (initial appropriate category below):

Capital Stock:	/_/   None (Initial)	/_/   Up to $50,000 (Initial)	/_/       $50,000 to $250,000 (Initial)	/_/   Over $250,000 (Initial)
Bonds:	/_/   None (Initial)	/_/    Up to $50,000 (Initial)	/_/       $50,000 to $250,000 (Initial)	/_/  Over $250,000 (Initial)
Other:	/_/  None (Initial)	/_/    Up to $50,000 (Initial)	/_/       $50,000 to $250,000 (Initial)	/_/ Over $250,000 (Initial)

8.           Based on the definition of an "Accredited Investor" which appears below, I am an Accredited Investor:

 /_/  Yes    /_/   No

(initial appropriate category)

I understand that the representations contained in this section are made for the purpose of qualifying me as an accredited investor as the term is defined by the Securities and Exchange Commission for the purpose of selling securities to me. I hereby represent that the statement or statements initialed below are true and correct in all respects.  I am an Accredited Investor because I fall within one of the following categories (initial appropriate category):

 /_/  A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000, not including the value of the person's primary residence;

/_/ A natural person who had an individual income in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year;

/_/  My spouse and I have had joint income for the most two recent years in excess of $300,000 and we expect our joint income to be in excess of $300,000 for the current year;

/_/  Any organization described in Section 501(c)(3) of the Internal Revenue Code, or any corporation, Massachusetts Business Trust or Fund not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

/_/ A bank as defined in Section 3(a)(2) of the Securities Act whether acting in its individual or fiduciary capacity; insurance company as defined in Section 2(12) of the Securities Act, investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(1)(48) of that Act; or Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

/_/  A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

/_/  An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is to be made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000;

 /_/   An entity in which all of the equity owners are Accredited Investors under the above paragraph.

9.          Financial Information:

(a) My net worth (not including the value of my primary residence) is

$_________________

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(b) My gross annual income during the preceding two years was:

$_________________ (2014)

$_________________ (2015)

(c) My anticipated gross annual income in 2016 is $ _______________.

(d) (1)    /_/      (initial here)  I have such knowledge and experience in financial, tax and business matters that I am capable of utilizing the information made available to me in connection with the offering of the Shares to evaluate the merits and risks of an investment in the Shares, and to make an informed investment decision with respect to the Shares. I do not desire to utilize a Purchaser Representative in connection with evaluating such merits and risks. I understand, however, that the Company may request that I use a Purchaser Representative.

(2)  /_/        (initial here)   I intend to use the services of the following named person(s) as Purchaser Representative(s) in connection with evaluating the merits and risks of an investment in the Shares and hereby appoint such person(s) to act as my Purchaser Representative(s) in connection with my proposed purchase of Shares.

List name(s) of Purchaser Representative(s), if applicable. __________________________________

10.       Except as indicated below, any purchases of the Shares will be solely for my account, and not for the account of any other person or with a view to any resale or distribution thereof.

11.       I represent to you that the information contained herein is complete and accurate and may be relied upon by you. I understand that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages. I will notify you immediately of any material change in any of such information occurring prior to the closing of the purchase of Shares, if any, by me.

Name (Please Print):
Signature
Telephone Number
Social Security or Tax I.D. Number
Executed at:
on this _______ day of ____________________,	20____

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EX1A-6 MAT CTRCT

EXHIBIT 6.1

GRANT BY THE CALIFORNIA ENERGY COMMISSION

TO HYGEN INDUSTRIES, INC.

EX1A-11 CONSENT

EXHIBIT 11.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

HyGen Industries, Inc. 

We consent to the use, in this Offering Statement on Form 1-A of HyGen Industries, Inc. of our report dated November 9, 2015 on our audit related to the financial statements of HyGen Industries, Inc. as of June 30, 2015 and the related statements of operations, stockholders' deficit and cash flows for the period from inception (August 13, 2014) to June 30, 2015, which includes an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern.

Very truly yours,

/s/ dbbmckennon

Newport Beach, California

January 22, 2016

EX1A-12 OPN CNSL

EXHIBIT 12

Richardson

& Associates

A T T O R N E Y S  AT  L A W

January 22, 2016

HyGen Industries, Inc.

11603 San Vicente Boulevard

Los Angeles, California 90049

Re: HyGen Industries, Inc.-Validity of Issuance of Shares

Ladies and Gentlemen:

We have acted as special counsel to HyGen Industries, Inc., a California corporation (the "Company"), in connection with the Company's Offering Statement on Form 1A (the "Offering Statement"), relating to the application for exemption from registration under Section 3(b) of the Securities Act of 1933, as amended (the "Act"), and Regulation A+ promulgated thereunder, of 4,000,000 shares of common stock, par value $0.001 per share (the "Shares").

In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth in this letter.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (including endorsements), the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents.  As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials and others.

Based upon and subject to the foregoing, we are of the opinion that upon issuance, the Shares will be validly issued and fully paid and nonassessable.

For the purposes of this opinion, we are assuming that the appropriate certificates are duly filed and recorded in every jurisdiction in which such filing and recordation is required in accordance with the laws of such jurisdictions.  We express no opinion herein as to any laws other than the General Corporation Law of the State of California.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an exhibit to the Offering Statement.  We also consent to the reference to our firm in the Offering Statement.  We do not admit in providing such consent that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Respectfully submitted,

/s/Mark J. Richardson

Mark J. Richardson for

Richardson & Associates