PART II

PART II

Zummo Flight Technologies Corporation 1-K Filing

This Annual Report on Form 1-K, or the Annual Report, contains forward-looking statements. Investors should not place undue reliance on forward-looking statements, and should consider carefully the statements made in “Risk Factors” and elsewhere in our Offering Circular dated September 23, 2021, which are incorporated herein by reference, that identify important factors that could cause actual outcomes to differ from those expressed or implied in the Company’s forward-looking statements, and that could materially and adversely affect the Company’s business, operating results, and financial condition.

You should read the following discussion in conjunction with the Company’s audited financial statements and the related notes elsewhere in this Annual Report.

Item 1. Business

Zummo Flight Technologies Corporation (“Zummo Flight Technologies” or the “Company”) is an Arizona Corporation, originally formed on June 6, 2014, under the name RJ Helicopter Corporation. On August 10, 2017, the Company filed an amendment to the Articles of Incorporation, changing the company name from RJ Helicopter Corporation to Zummo Flight Technologies Corporation (see Exhibit EX1“Amended Articles of Incorporation, Original Articles of Incorporation, Name Change Records). The Company currently focuses on improving the safety and performance for vertical lift system (“VLS”) helicopters and drones for both the military and commercial markets worldwide. The Company has been studying a new technology that will make rotorcraft competitive to fixed wing aircraft.

The Company is offering (the “Offering”) Class B common stock (the “Shares”) to the public. The Company will offer Shares through its own website www.zummotechnologies.com (the “Platform”) through the efforts of its Directors, Officers, and employees of the Company, and through The KoreConX, a FINRA-registered broker-dealer entitled to commissions upon the sale of the Shares. Persons who purchase Shares will be shareholders of the Company (“Shareholders” or “Investors”). Nonetheless, the Company projects to spend Two Hundred Thousand Dollars ($200,000) in total Offering expenses including legal and accounting expenses, and other miscellaneous expenses, not including state filing fees.

The Company intends to use the proceeds of this Offering (“Proceeds”) to continue research and development operations of the Company.

The Company is offering to the public its Class B shares pursuant to an offering under Regulation A (the “Offering”) and an Offering Circular September 23, 2021, as it may be updated and amended from time to time (the “Offering Circular”). The Offering Circular is available through the SEC’s EDGAR site, www.sec.report/edgar, and may also be obtained by contacting the Company. The Offering began on September 23, 2021. As of December 31, 2021, the Company had sold no shares to date and is currently working on a marketing plan to run the Offering and is not marketing or publicly offering shares.

As of the date of the Offering Circular, the Company has engaged KoreConX as the Company’s SEC-registered transfer agent and registrar of the Shares. The Shares are available for purchase exclusively through KoreConX and will be issued in book-entry electronic form only. The share will be offered through an Internet portal on KoreConX’s website which connects the customer with a payment provider.

The Company’s business and operations are sensitive to general business and economic conditions in the U.S. along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including but not limited to: inflation, rising interest rates, its ability to raise sufficient funds from investors to fund loans, as well as potential changes to Regulation A. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. To date, the COVID-19 pandemic has impacted the United States and world economy and may have a material impact on the Company’s operations. The future impact of the outbreak is highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus. The operations of certain borrowers and investors may be located in geographic locations which have continued to have certain restrictions due to the COVID-19 pandemic. The Company may be negatively impacted by industry loan purchasers ceasing or limiting their operations due to the ongoing impacts of the COVID-19 pandemic and associated tightening of credit markets. The extent to which COVID-19 will continue to impact the Company will depend on future developments, which are highly uncertain and cannot be predicted.

Item 2. Management’s Discussion and Analysis

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

The following discussion of our financial conditions and results of operations should be read in conjunction with the financial statements and the related notes included elsewhere in this Offering Statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ significantly from those discussed in the forward-looking statements. Unless otherwise indicated, the latest results discussed below are as of December 31, 2021.

Overview and Operations

Zummo Flight Technologies is an aeronautical technology design and development company focused primarily on the development of its patented Reaction Drive Jet System which, eliminates the need for a tail-rotor on a helicopter, improves flight safety and reduces maintenance cost. The Company currently holds four patents with the USPTO covering its inventions integral to its technology. The Company is a development stage company and currently generates no revenues.

Results of Operations

Revenue

The company is, and has been, solely focused on further development of its patented technologies and currently generates no revenue and does not anticipate generating revenue in the near term.

Operating Expenses

The Company classifies its operating expenses as product development and general and administrative expenses.

Product Development Expense

Our product development efforts are focused on the continued development of our patented technologies. Product development expenses consist primarily of professional fees paid to contractors utilized to design, develop and test our technologies. Also included are parts, tools and equipment acquired to produce prototypes for testing.

	Year ended December 31,
	2021		2020		$ Change			% Change
Product development expense	$	13,000	$	37,000	$	(24,000	)		(65	%)

Product development expenses decreased by $24,000, or 65% for the year ended December 31, 2021, as compared to the prior year. The decrease was the result of the Company shifting its resources to fund legal, accounting and consulting fees associated with its planned capital raise via a Reg A+ filing with the Securities and Exchange Commission. We expect product development expenses to increase significantly when and if additional funding becomes available.

General and Administrative Expense

General and administrative expenses consist primarily of personnel costs and professional fees paid to Company contractors engaged in infrastructure and administrative activities to support the routine operations of the business.

	Year ended December 31st
General and Administrative Expenses
	2021		2020		$ Change		% Change
	$	161,679	$	151,258	$	10,421		7	%

General and administrative expenses increased by $10,421, or 7% for the year ended December 31, 2021, as compared to the prior year. The increase was due primarily to increased legal, accounting and consulting fees associated with the Company’s efforts in preparing for its planned capital raise via a Reg A+ filing with the Securities and Exchange Commission. As additional funds become available, we expect general and administrative expenses to increase significantly to grow, expand and invest in our management team and the ongoing implementation of internal controls over financial reporting and general corporate and legal compliance.

Net Loss from Operating Activities:

Zummo Flight Technologies is solely focused on developing its patented technologies and does not generate any revenue. As a result, the Company has generated significant losses and expects to continue generating losses for the foreseeable future.

	Year ended December 31
Net Loss
	2021		2020		$ Change		% Change
	$	174,727	$	188,383	$	13,656		7	%

Net Loss increased by $13,656, or 7% for the year ended December 31, 2021, as compared to the prior year. While overall spending in 2021 remained consistent with the prior year, the Company continued to focus its resources towards legal, accounting and consulting fees to support its capital raising efforts. We expect product development expenses to increase significantly when and if additional funding becomes available.

	Year ended December 31
Due to Shareholders
	2021		2020		$ Change		% Change
	$	1,027,002	$	885,279	$	141,724		16	%

Due to Shareholders increased by $141,724, over the December 31, 2020, balance. The increase was driven by additional advances made by shareholders to continue funding the operations of Company.

Liquidity and Capital Resources

As of December 31, 2021, and December 31, 2020, the Company had $27,402 and $60,406, respectively, of cash and cash equivalents. As of December 31, 2021, the Company also had an accumulated deficit of approximately $1.9 million, working capital of $27,402 and stockholder’s equity of ($1.0) million. The Company has financed its operations through a combination of shareholder advances and ongoing equity investments by its founder and other investors through private placements. The Company expects to continue generating losses from operations in 2022 and 2023. As of April 28, 2022, the Company had cash on hand of $23,400. The Company has projected operating losses and negative cash flows of approximately $25,000 per month for the next several months. Without additional fundraising, typically and historically conducted on a rolling basis, the Company may become insolvent during 2022. There can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its future operations beyond this period. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable to it, the Company may have to significantly reduce

its operations, delay, scale back or discontinue the development of its technologies and patents or

discontinue operations completely.

Item 3. Directors and Officers

Manager / Executive Officers / Significant Employees

Name	Position	Age	Term of Office
Robert Zummo	Chief Executive Officer and Chairman of the Board of Directors (June 2014-Present)	81	June 2020
Lisa Roulette Zummo	President/Director (June 2014-Present)	49	December 2011
Kathy McDaniel	Board Member  (Jan 2020-Present)	63	December 2011

**Robert Zummo is the father of Lisa Roulette Zummo.

Compensation of Directors and Executive Officers

Directors and Officers have been reimbursed when sufficient funds were available. There were no salaries drawn since the inception of the Company.

Name	Position	Age	Term of Office
Robert Zummo	Chief Executive Officer and Chairman of the Board of Directors	81	June 2020
Lisa Roulette Zummo	President/Director	49	December 2011

Robert Zummo Mr. Robert Zummo founded the Company in 2008, with the objective of specializing in vertical-lift advanced technology systems for aircrafts. Mr. Zummo built a team of aviation experts to design, develop and test vertical-lift systems. He is the Chief Executive Officer (CEO) and Chairman of the Board for the Company. During the previous 30 years, Mr. Zummo has held senior management positions in the defense, aerospace, and automotive industries. Mr. Zummo managed multiple factories in the United States, Mexico, Europe, and Asia. He interacts regularly with members of Congress and their staff and governmental counterparts in Europe, Asia, and the Middle East. Mr. Zummo is also an active member of the Association of the United States Army (AUSA) and the Helicopter Association International (HAI).

Lisa Roulette

Lisa Roulette is currently President of the Company, and prior to being appointed President she led the marketing initiatives and played a key role in raising funds for vertical-lift prototype development. Mrs. Roulette has more than 20 years of executive experience in the aviation, automotive, and women’s wellness industries. She is a highly-skilled business development specialist and is fluent in modern day digital marketing across all social media platforms. As President of ZFT, Mrs. Roulette is responsible for building and managing the technical team responsible for the next generation design, development, and testing for all vertical-lift systems, including the RJDS Technology. Additionally, she is responsible for managing all Company performance, including marketing and sales, any future acquisitions, joint ventures, and partnerships as they may arise.

Kathy R. McDaniel

Kathy McDaniel has extensive military aviation experience and is a Director with the Company. Her insight has been invaluable in directing the Company’s decision-making during the research and development process.

Item 4. Security Ownership of Management and Certain Securityholders

Robert Zummo, CEO and Chairman of the Board own 46% of the Company’s securities. Lisa Roulette Zummo, President and Director, owns 10% of the Company’s securities. Kathy McDaniel, a Board member own 17% of the Company.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership (shares)			Percent of Ownership
Robert Zummo	350,000		28%	46%	June 2020
Lisa Roulette Zummo	150,000		12%	10%	December 2011
Kathy McDaniel	250,000		20%	17%	December 2011
Frank Suozzi	250,000		20%

Item 5. Interest of Management and Others in Certain Transactions

NA

Item 6. Other Information

NA

Item 7. Financial Statements

ZUMMO FLIGHT TECHNOLOGIES
CORPORATION

Financial Statements For The Year Ended December 31, 2021

TOGETHER WITH INDEPENDENT ACCOUNTANT

AUDIT REPORT

TABLE OF CONTENTS

Description	Page
Independent Accountant Audit Report	3
Profit & Loss Statement	4
Balance Sheet	5
Statement of Cashflows	6
Statement of Shareholders’ Equity	7
Notes to Accompanied Financial Statements	8-11

  924 W. 75th
Street Suite
120 - 189   Naperville, IL 60565   +1 (815) 348-2421   omar@napercpa.com

INDEPENDENT ACCOUNTANT AUDIT REPORT

To the Management of ZUMMO FLIGHT TECHNOLOGIES CORPORATION

I have audited the accompanying financial statements of ZUMMO FLIGHT TECHNOLOGIES CORPORATION (the “Company”), which comprise the Balance Sheet as of December 31, 2021, the related Profit & Loss Statement, the related Statement of Cashflows, and the related Statement of Shareholders Equity for the 12-month period then ended, and the related notes to the financial statements.

Opinion

In my opinion, the financial statements and the related notes to the financial statements, referred to above present fairly, in all material respects, the financial position of ZUMMO FLIGHT TECHNOLOGIES CORPORATION as of December 31, 2021, and the results of its operations and its cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted the audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, I express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

/s/ Omar Alnuaimi, CPA

Naperville, IL

April 28, 2022

 

3

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

PROFIT & LOSS STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2021

	2021			2020*
Revenue
Sales	$	-		$	-
Total Revenue		-			-
Cost of Sales		-			-
Gross Profit		-			-
Operating Expense
General & Administrative Expenses		161,679			151,258
Product Development		13,000			37,000
Total Operating Expenses		174,679			188,258
Net Income (Loss) From Operations		(174,679	)		(188,258	)
Other Income (Expense)
Misc. Expense		(48	)		(125	)
Total Other Income (Expense)		(48	)		(125	)
Net Income (Loss) Before Provision for Income Tax		(174,727	)		(188,383	)
Provision for Income Taxes		-			-
Net Income (Loss)	$	(174,727	)	$	(188,383	)

* for comparative purposes only

See Independent Accountant’s Audit Report and accompanying notes, which are an integral part of these financial statements.

4

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

BALANCE SHEET

AS OF DECEMBER 31, 2021

	12/31/21			12/31/20*
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents
TOTAL CURRENT	$	27,402		$	60,406
ASSETS		27,402			60,406
NON-CURRENT ASSETS
TOTAL NON-CURRENT
ASSETS		-			-
TOTAL ASSETS		27,402			60,406
LIABILITIES AND OWNER'S EQUITY
CURRENT LIABILITIES
Loans Due to Shareholders
TOTAL CURRENT		1,027,002			885,279
LIABILITIES		1,027,002			885,279
NON-CURRENT LIABILITIES
TOTAL NON-CURRENT		-			-
LIABILITIES
TOTAL LIABILITIES		1,027,002			885,279
OWNER'S EQUITY
Common Shares		7,500			7,500
APIC		923,246			923,246
Retained Earnings (Deficit)		(1,755,619	)		(1,567,236	)
Net Income (Loss)		(174,727	)		(188,383	)
TOTAL SHAREHOLDERS' EQUITY		(999,600	)		(824,873	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	27,402		$	60,406

* for comparative purposes only

See Independent Accountant’s Audit Report and accompanying notes, which are an integral part of these financial statements.

5

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED DECEMBER 31, 2021

		2021			2020	*
OPERATING ACTIVITIES
Net Income (Loss)	$	(174,727	)	$	(188,383	)
Non-Cash Adjustments
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(174,727	)		(188,383	)
INVESTING ACTIVITIES
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		-			-
FINANCING ACTIVITIES
Loans Due to Shareholders		141,723			216,352
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		141,723			216,352
NET INCREASE (DECREASE) IN CASH		(33,004	)		27,969
CASH AT BEGINNING OF PERIOD		60,406			32,437
CASH AT END OF PERIOD	$	27,402		$	60,406

* for comparative purposes only

See Independent Accountant’s Audit Report and accompanying notes, which are an integral part of these financial statements.

6

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

STATEMENT OF SHAREHOLDERS' EQUITY

AS OF DECEMBER 31, 2021

	Opening Equity Balance			Yearly Changes			Total
Balance, December 31, 2019*	$	(636,490	)	$	-		$	(636,490	)
Net Income (Loss) for the period ending December 31, 2020*		-			(188,383	)		(188,383	)
Equity Contributions (Distributions)*		-			-			-
Balance, December 31, 2020*	$	(636,490	)	$	(188,383	)	$	(824,873	)
Balance, December 31, 2020	$	(824,873	)	$	-		$	(824,873	)
Net Income (Loss) for the period ending December 31, 2021		-			(174,727	)		(174,727	)
Equity Contributions (Distributions)		-			-			-
Balance, December 31, 2021	$	(824,873	)	$	(174,727	)	$	(999,600	)

* for comparative purposes only

See Independent Accountant’s Audit Report and accompanying notes, which are an integral part of these financial statements.

7

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE A – ORGANIZATION AND NATURE OF ACTIVITIES

ZUMMO FLIGHT TECHNOLOGIES CORPORATION (the “Company”) was incorporated under the laws of the state of Arizona on June 6, 2014, as a "C" Corporation. The company currently focuses on improving the safety and performance for VLS (vertical lift systems) helicopters and drones for both the military and commercial markets worldwide.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). As a result, the Company records revenue when earned and expenses when incurred. The Company has adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosures of contingent assets and liabilities and other items, as well as the reported revenues and expenses. Actual results could differ from those estimates.

Significant Risks and Uncertainties

The Company is subject to customary risks and uncertainties including, but not limited to, the need for protection of proprietary technology, dependence on key personnel, costs of services provided by third parties, the need to obtain additional financing, and limited operating history. The Company has not yet produced significant revenues and also has unknown impacts from the ongoing COVID-19 pandemic.

Cash and Cash Equivalents

Cash and any cash equivalents include all cash balances, and highly liquid investments with maturities of three months or less when purchased.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

8

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Fair Value of Financial Instruments (cont.)

- Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

- Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

As of December 31, 2021, the carrying amounts of the Company’s financial assets and liabilities reported in the balance sheets approximate their fair value.

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied.

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.

9

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income Taxes (cont.)

The Company sustained net operating losses during fiscal year 2021. Net operating losses will be carried forward to reduce taxable income in future years. Due to management’s uncertainty as to the timing and valuation of any benefits associated with the net operating loss carryforwards, the Company has elected to recognize an allowance to account for them in the financial statements but has fully reserved it. Under current law, net operating losses may be carried forward indefinitely.

General & Administrative Expenses

Balance primarily consists of professional consulting fees, legal/compliance & filing fees, accounting fees, and other misc. office expenses.

Commitments and Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations. As of December 31, 2021, the Company has not reported any lawsuit or known plans of litigation by or against the Company.

Loans Due to Shareholders

Balance includes company expenses paid on behalf of the Company by Shareholders as well as cash advances made to the Company by Shareholders. In both instances, these unsecured, on-demand advances bear no interest.

NOTE C – EQUITY

Under the articles of incorporation, the total number of common shares of stock that the Company shall have authority to issue is twenty million (20,000,000), consisting of ten million ‘Class A’ Common Stock and ten million ‘Class B’ Common Stock. As of December 31, 2021, 1,315,500 shares of ‘Class A’ Common Stock are issued and outstanding. No shares of ‘Class B’ Common Stock have been issued and outstanding as of December 31, 2021.

NOTE D – CONCENTRATIONS OF RISK

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company places its cash and any cash equivalents with a limited number of high-quality financial institutions and do not exceed the amount of insurance provided on such deposits.

10

ZUMMO FLIGHT TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE E – SUBSEQUENT EVENTS

Management has evaluated subsequent events through April 28, 2022, the date on which the financial statements were available to be issued. Management has determined that none of the events occurring after the date of the balance sheet through the date of Management’s review substantially affect the amounts and disclosure of the accompanying financial statements.

Item 8. Exhibits

Exhibits Index

Ex. 1	Amended Articles of Incorporation, Original Articles of Incorporation
Ex. 2	Name Change Records
Ex. 3	Bylaws
Ex. 4	Subscription Agreement

11

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-K and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cities of Scottsdale, Arizona and Towson, Maryland on May 26, 2022.

Zummo Flight Technologies Corporation

8311 E. Via Ventura, #2082

Scottsdale, AZ 85258

This Annual Report has been signed by the following persons in the capacities and on the dates indicated.

 

 s/

Robert Zummo, Chief Executive Officer

Date: May 26, 2022

Location Signed: City of Scottsdale, Arizona

 

s/

Lisa Roulette Zummo, President

Date: May 26, 2022

Location Signed: City of Towson, Maryland

This Offering Statement has been signed by the following Directors in the capacities and on the dates indicated.

 

s/

Robert Zummo, Chairman of the Board of Directors

Date: May 26, 2022

Location Signed: City of Scottsdale, Arizona

 

s/

Lisa Roulette Zummo, Director

Date: May 26, 2022

Location Signed: City of Towson, Maryland

12

EX1K-1 UNDR AGMT

Exhibit 1K-1

% STATE o1= ARIZONA . »_&‘l", )5 is Office of the CORPORATION COMMISSION if i_. _. \ > The Executive Director of the Arizona C ' orporation Commission does hereby certify that the attached copy of the following document: ARTICLES OF INCORPORATION, 06/06/2014 consisting of 6 ave p D s, is a true and complete copy of the original of said document on file with this office for: ZUMMO FLIGHT TECHNOLOGIES CORPORATION ACC file number: 19313090 IN WITNESS WHERBOF, I have hereunto set my hand and affixed the official seal of th ' e Arizona Corporation Commission on this 5 Day of October, 2020 A.D. NJ- , < I 1!, ,. ) urr/rr onus Q; Matt Neubert, Executiv Dire r ~98‘ 1912 “O \_g 9 X/\€X\1§u§ .. _)_ ‘— \ LYNDA B. GRIFFIN O; THE ,4”, A F‘-'%>=e—*°a, 4 -‘\_{:_A 8 . , 5 /8/WWgg¢“’Q\» % & ~@@R»@~»;;3,»D~~M~»i»»~»»i mmifimmmmmmmmmii 04690858 JUN 06 ZUW FILE NOQM (51 596] "'0 ARTICLES OF INCORPORATION FOR-PROFIT or PROFESSIONAL CORPORATION Read the Instructions Q0_1_Q[ 1. ENTITY TYPE — check only one to indicate the type of entity being formed: FOR<PROFIT (ousmess) CORPORATION PROFESSIONAL CORPORATION 2. ENTITY NAME - gigns Q91 Qi for naming requirements - give the exact name of the corporation: - R1 Helicopter Corporation 3- PROFESSIONRL CURPORATION SERVICES - if profasiunal corporation is checked in number 1, briefly describe the profasionai service or service that the professional corporation will provide (examples: law firm, accounting, medical): 4- CHARACTER OF BUSINESS - briefly describe the character of business the corporation initially intends to conduct in Arizona. NOTE that the character of business that the corporation ultimately conducts is not limited by the dscription provided. Research and development 0Fa.irn:mft 5. SHARES — gee I!1StflLQfl'QI7§ §_Q1QI' - list the class (summon, preferred, etc.) and total number of shares of each class that the corporation ls AUTHORIZED to issue — the turai must be greater than zero. If more space is needed check this box U and complete and attach the C087. NOI8 - Par VGIUE 15 optional. Ciass: Common Sales: Total: 1100010000 Par Value: 0 Class: 7 Sena: rnul: __ Pm-Value: 5. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS: . 6.1 Is the Arizona known place of business address the same as the street address of the statutory agent? D‘ Ya - go to number 7 and continue No - go m number 6.2 and continue 6.2 If you answered “No” to number 6.1, give the physical or street address (not a P.0. Box) of the known place of business of the corporation in Arizona; Mnnuon (optional) A ressi Address 2 iopifiiilj | 1 Cl ty Shtenr I'D I Frowioe cwnu-y r r i Qgqqqp Ar-izum fnlponfiun Cevninlami - cnqzurnlane Ubialwi Ru ma Pwe 1 M3 1 7. DIRECTORS — list the name and business address of each and every Director of the corporation. If more space 1S needed, check this box El and complete and attach the Djgegcu; A form C082. 1 Robert A. Zununo NH‘!!! N ‘V 10940 E. Happy Valley 11¢, um: 2034 W ' AIHYEI I I Mars: 1 _H3re5s2 ) 7 ' Addruss 2(flIllbI1I|) Scottsdale 1 AZ I 85255 Cw 1 T V Staleor 'zin ‘ Qty ,.W,lv?>!T=%12.§I1>1iES =~~- W, It___,. SDI: ur Prwlnu Nime Name ‘Tim: I. firs; 1 Til21rufi'(=mmn I J Aa'ar=:s 2 mama) “Eli-2 T L 5 » ' SGIB or Zlfi Q‘ QY SGE Of ZIP 7 l Pmvmce * 5 Pvwlnm _ Country - -—~--~ -----~~ ~ ~—~—— — \ Cnuntry _~.__-7--------<-~_» —--V J \ lime NEFDQ \ Nidve-.951 "Address: ‘HRS; z (um?!) 1 T mm 2 (actions!) ‘I L Zlfl City *1 Stamor Zln ' Qty saun- \ Clstntry ‘M--;_-~~ - 7--~-— -ll "MM: i__\:|.-mnuy _- --»~-~~-~-7—»~ ~12 8. STATUTORY AGENT - &QJnstQ = 8.1 R_EQUfl2ED — give the name be 7 . . rlzo a _ of the statutory agent: (can 8.2 OPTIONAL - rtuaiflng address in Arizona an Individual nr an entity) and physical of statutory agent (can be a P.O. Box): nrstreataddrem (not-aPO Box)inA' n Robert A, Zummo stawturv Aim name (required) 10040 E. Happy Valley Rd., Unit 2034 nunum MFR) Xuenum (onflonal) ’ THEM; 1‘ ’ T dress 1 Md-us 2 (npmnar) '8 5255 Mdrea 2 (onunnall my SCOl1ISd3l6 5mg ljp my 518: _ these Articles of Incorporation. I I I.» ‘ 8.3 REQUIRED - the form M002 must be submitted along with $10.00? Arizmn Ourporauon Cnnvniuam -cu-W-em Dmalun Rn: 2011 P1912813 9- REQUIRED - you must complete and submit with the Articles a . The Articles will be rejected if the Certificate of Disclosure is not simultaneously submitted. 10. INCORPORATDRS I — ist the name and address, and provide the signature of h eac and every incorporator - minimum of one is required. If more space is needed, check this box [j and com lete and attach h P t e form C084- Robefl A. Zummo N37“: 10040 E. Happy Valley 11¢, Unit 2034 ‘fifiessfi Name Ellmx 2 Ivbflmal) Enress 1 i Scottsdale WAZ [S5255 Address zlfier-an ' ' cirv EJMTEDSTATBS _ Scan: ’ Zln mfiby ‘ ff Tmim Ii" i sxcuxrulti — m ’ By (hacking the box marked "I accept” below, Iacicnowledge under penalty of perjury that this document together with any attachments is submitted in compliance with Arizona law. mccevr SIGNATURE - $Kmm4 By checking the box marked "1 accept" below, I acknowledge under penalty ofpeljury that this document together with any attachments is submitted in compliance with Arizona law [I I ACCEP1 R be; A_ z IF SIGNING FOR RN ENTI-'l'\', CHECK ONE, FILL IN BLANK: Corporation as Incorpuratur - I am signing as an officer or authorized agent of a corporation and its name ls: Signature WE llama * one ' IF SIGNING FUR AN Elrrnv, CHECK one, FILL m BLANK: Corporation as Incorporatnr - l am Signing as an officer or authorized agent of a corporation and lls name is: D l.l.C as Inoorporator -I am signing as a member, manager, or authorized agent of a limited liability ‘ company , and its name is: [I] LLC as lncorpuntar - I am signing as a member, manager, or authorized agent of a Iimlkd liability mmpany, and its name is: 1’ i’ — I Z“ I Flllng Fee: $60.00 (regular processing) Expedited processing — add $35.00 tn filing fee. a 1 zorla rpomlion Comm 55 0l1 Corporate Filings Section . . ' S ., Ph l A ' BEUD7 All fees are nonrefundable — see Instructions. Fax: gg?5Y2_Y?;gmgm" t Den X’ Mona Please be armszd that A.t,c. form; reflect only the minimum orwtslom required by slamm You should seek nrlvate legal rounsd ow those matters that Inav nenain to the Individual needs of your bushes. II dflculnelits filed with ma Ariznrul Corpwltlnn Clamrrllislqll are Public rtcold and are nun lnr public lnspemon. |r you have questions alter reading the lnsmicfloas, plus: call 502-542-3026 or (within Arizona only) B00-345-5:19, COIDAIFR Rem Z013 Mam: Ceraoraian Cnnimlaalnn - Colnnnfiirla Divisinn Plge 3 ul 3 1' "3". =" :~‘ “: 5 ...... _:_ L . "2' '.'.. ' _' __ ' - I I 1:5 no-i-wiurzawi/E mis LINE.-; asset‘-veuronfcc-|.|sson-T. -___i'-—'-1'-i‘ STATUTORY AGENT ACCEPTANCE Please read Instructions M_Q_Q2_i S. ENTITY NAME - give the exact name in Arizona of the corporation or LLC that has appointed the Statutory Agent (this must match exactly the name as listed on the document appointing the statutory agent, e.g., Articles of Organization or Article of Incorporation): RJ Helicopter Corporation 2. A.C.C. FILE NUMBER (if entity is already lnoorporated or registered in

AZ): Find the A.C.C. file number on the upper comer of filed dommmts DR on our website at: hgg:[[www.azcc.govQivlsinggcomorauons 3. STATUTORY AGENT NAME — give the exact name of the Statutory Agent appointed by the entity listed in number 1 above (this will be either an individual or an entity). NOTE - the name must match exactly the statutory agent name as listed in the document that appoints the statutory agent (e.g. Articles of Incorporation or Articles of Organization), including any middle initial or suffix: I Robert A. Zummo STATUTORY AGENT SIGNATURE: By the signature appearing below, the individual or entity named in number 3 above accepts the appointment as statutory agent for the entity named in number 1 above, and acknowledges that the appointment is effective until the appointing entity replaces the statutory agent or the statutory agent resigns, whichever occurs first. The person signing below declares and certifies under penalty of perjury that the information contained within this document together with any attachments is true and correct, and is submitted in compliance with Arizona law. V RobertA.Zurnn1o \{‘ Ja’* Prlntul Nan: 7 REQUIRED — check only one: Individual as srtatutorfagentz I am_ j Q Entity as statutory agent: Y am signing on ! signing on behalf of myself as the individual behalf of the entity named as statutory agent, _ _ I and Iiam authorized to act for that entity. : _ Hum Fee: “me (regular pmcessing) Mall: Ariz a Corporation Commission - Corporate Filings Section Elflediteli P'°¢E§=l"9 ‘ ("'"="'° °*“Y " W‘ '°"'“ *5 l303nW. Washington sc., Phoenix, Arizona asouv sllblvllflud by mar) add $35.00 to filing fee. Fax, 5u_54H1°u All fea are nonrefundable - see instructions. Flease he advised that A.C.C. forms reflect only the mluhnmn provisions l'El|\.Ilrad by same. Vnv-i should sleek mwnmlsgai counsel for lhvse manure that mny iunam lath: lmlvldilal needs ofvowbuslnss. All iloizlmlenls filed with the Mzonl Corporation Commission are public record and are open lw mall: inspections. llyou have questlms altar reading the lnshucfians, pleas: all 502-541-3026 iv (within Arizona oily) B00445-5819. mnqm Aliznrla Cnrpon-lion Cflrnnvldm- Ooipmooa: D'Nislon Rev. 7914 Pqnon I J — L- 00 N07 WRITE ABOVE THIS Llll E; BFSERVED ml US U . A SEONLY CERTIFICATE OF DISCLOSURE Read the Instructions QQQQ 1. ENTITY NAME - give the exact name of the corporation in Arizona: RJ Helicopter COI’p0l'3Ii0n 2. A.C.C. FILE NUMBER (if already incorporated or registered in AZ): Find the A,C.C. file number on the upper comer of filed dncumenls OR on our website at: hgp:Qwww.az4:<.govgDivl§ons(Co[Qgtions 3. Check only one of the following to indicate the type of Certificate: E Initial (accompanies formation or registration documents) Q Annual (credit unions and loan companies only) Q Supplemental to COD filed L (supplements a previously-flied Certificate of Disclosure) 4. FELONY/JUDGMENT QUESTIONS : Has any person (a) who ls currently an officer, director, trustee, or incorporator, or (b) who controls or holds over ten per cent of the issued and outstanding common shares or ten per cent of any other proprietary, beneficial or membership interest in the corporation been: 4.1 Convicted of a felony involving a transaction in securities, ’l consumer fraud or antitrust in any state or federal jurisdiction O Yes within the seven year period immediately preceding the signing of this certificate? ENO 4.2 Convicted of a felony, the essential elements of which consisted ‘ of fraud, misrepresentation, theft by false pretenses or restraint or trade or monopoly in any state or federal -jurisdiction within [] Yes the seven—year period immediately preceding the signing of this certificate? No 4.3 Subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the seven~year period immediately preceding the signing of this certificate, involving any of the following: a. The violation of fraud or registration provisions of the U yes securities laws of that jurisdiction; b. The violation of the consumer Fraud laws of that jurisdiction; c. The violation of the antitrust or restraint of trade laws of that jurisdiction? END l 4.4 If any of the answers to numbers 4.1, 4.2, or 4.3 are YES, you MUST complete and attach a form C004- l Qgg;__flg-| Anzona Gurpnnllwl Co4mvinlar\—5Wl'hl'Ilnm or-mail Rn\r. 2010 Pm 1 fll 2 is. BANKRUPTCY QUESTION: incorporator, or (b) who controls or holds over twenty er t I p cen of the issued and outstanding common shares or twenty per cent of any other proprietary, beneficial or membership interest in the corporation, served in any such capacity or held a twenty per U Yes E NO cent interest in any other corporation (not the one filing this Certificate) on the bankruptcy or receivership of the other corporation? , 5.2 If the answer to number 5.1 is YES , you MUST complete and attach a Certificate of form CD05. 5.1 Has any person (a) who is currently an ofiicer, director, trustee } / !MF_ORTAN1’: If wifliln 60 days of the delive of th' C ry is ertiflcate to the A.C.c. any person not included in this Certificate becomes an officer, director, trustee or person conb-oiling or holding over ten per cent of the issued and outstanding shears or ten per cent of any other proprietary, beneficial or membership interest in me corporation. the Corporation must submit a SUPPLEMENTAL Certificate providing information about that person, signed by all incoiporators or by a duly elected and authorized officer. SIGNATURE REQUIREMENTS: _ initial Certificate of Disclosure: This Certifi * complete and atiach an Foreign corporations: This Certificate may be signed by a duly authorized officer or by the Chairman of the Board of Directors. Credit Unions and L cate must be signed by all incorpurators. If more space is needed, Form C084. Robert A. Ziimmo 7 Nair: * B8" Cvmflafiiflsi I This Certiflte must be signed by any 2 officers or direcmrs. 10040 E Happy Valley Rd. Unit 2034 AH/rrss 1 Tam i Tum 2 Wdiess 1 Scottsdale B2 I 85255 i i mv T 5”‘ It K W i§Ni1'i~:i>sTATEs 4 my I : Slate zip ’ _§<>i-mi ’ 7SIGN;TUIlE — see Instructions C0031: 7‘ By typing or entering my name and checking the box marked ‘I accept’ below. I intend to affix my electronic signature and (or through my physical signature appearing below) I acknowledge under penalty or perjury that this document together with any attachmenl: is submitted in compliance with Arizona law. I ACCEPT ow ‘ SIGNATURE - see Instructions C0031: By typing or entering my name and checking the box marked ‘I accept” below, X intend to affix my electronic signature and (or through my physical signature appearing below) I acknowledge under penalty of perjury that this document together with any atiachmenls is submitted in compliance with Arizona law. I] i ACCEPT _l§"<:fii Zummo xi 530$’ ‘glilifllft REQUIRED - died: only one: Incorporator - I am an incnrporator of the ' corporation submitting this Certifiate. D officer - I am an officer or the corporation submitting this Certlfltaie U Chairman of the Board of Directors - I am the Chairman of the Board of Directors oi the corporation submitting this Certificate. U Director — I am a Dlrecmr of the credit union or loan company submitting this Certificate. g ' “Daze REQUIRED - check only one: Inmrporabor I am an incorpoiator of the corporation submitting this Certificate. Officer - I am an officer of the Corpomtion submitting this Certificate Chairman of the Board of Directors - I am the Chairman of the Board of Directors of the corporation submitting this Certificate. O Director — I am a Director of the credit union or loan company submitting this Certificate. Hung Fee. None Mail: Titrizoria COl:flOFag0i1 Commission - Corporai:e'Fi|ings section 1300 W. W hi t St. Phoenix, Arizona 85007 All Fees are nonrefundable - see Instructions. Fa so as fig on ' X: 2~542-4100 ease ti: advisii that A.c.C. lorrns ram orilfiie inhilmum provisions reauirui suture. You should seek pdvabe legal counsi! for muse mmas that may pertain to me inoiviouai needs oi Your business. Ail documents ilied with the Arizona Cnrpulillun Cflflinlsslon are public record and are open for public in-wecflon. If you have qllstllitis ulher feuding the instructions, please all 602-542-3026 or (within Arizona only) 8DU'345-5Il9. ClJi:iG.0iJ1 Ru ZDIO no c Gwvionssion-cmporaiiom Dlviinlon we wpwaum Panel D12

EX1K-2B BYLAWS

Exhibit 1K-2

Corporate Inquiry File Number Corporation Name 19313090 ZUMMO FLIGHT TECHNOLOGIES CORPORATION Domestic Address 2102E ORANGEWOOD AVE PHOENIX, AZ 85020 Statutory Agent Information Agent Name: ROBERT A ZUMMO Agent Mailing/Physical Address: 2102E ORANGEWOOD AVE UNIT 2034 PHOENIX, AZ 85020 Agent Status: APPOINTED 06/06/2014 Agent Last Updated: 08/03/2015 Additional Entity Information Entity Type: BUSINESS Buiness Type: AEROSPACE Incorporation Date: 6/6/2014 Corporation Life Period: PERPETUAL Domicile: ARIZONA County: MARICOPA Approval Date: 6/10/2014 Original Publish Date: Officer Information Name Title Address Date Taking Office Last Updated ROBERT A ZUMMO CHAIRMAN 2102E ORANGEWOOD AVE PHOENIX, AZ 85020 06/06/2014 06/21/2017 Director Information Name Title Address Date Taking Office Last Updated ROBERT A ZUMMO DIRECTOR 2102E ORANGEWOOD AVE UNIT 2034 PHOENIX, AZ 85020 06/06/2014 06/21/2017 Arizona Corporation Commission Page 1 of 2 10/3/2017 1:43:12 PM ARIZONA CORPORATION COMMISSION CORPORATIONS DIVISION WEBSITE ENTITY DETAIL • http://ecorp.azcc.gov/ Annual Reports Next Annual Report Due: 06/06/2018 File Year File Month Date Received Reason Returned Date Returned Extention 2017 6 06/20/2017 2016 6 06/23/2016 2015 6 07/31/2015 Scanned Documents Document Number Description Date Received 06027843 AMENDMENT 08/10/2017 05975617 17 ANNUAL REPORT 06/20/2017 05563566 16 ANNUAL REPORT 06/23/2016 05179430 15 ANNUAL REPORT 07/31/2015 04764847 PUB OF ARTICLES 07/09/2014 04690858 ARTICLES 06/06/2014 Microfilm Location Entered Description 32377055018 07/09/2014 PUB OF ARTICLES Amendments Amendment Date Amendment Type Publish Date Publish Exception 08/10/2017 NAME CHANGE Name Changes/Restructuring Description Corporation Name Date CHANGED FROM RJ HELICOPTER CORPORATION 08/10/2017 Arizona Corporation Commission Page 2 of 2 10/3/2017 1:43:12 PM ARIZONA CORPORATION COMMISSION CORPORATIONS DIVISION WEBSITE ENTITY DETAIL • http://ecorp.azcc.gov/

EX1K-3 HLDRS RTS

Exhibit 1K-3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bylaws Zummo Flight Technologies An Arizona Corporation Page 1 1 Bylaws of Zummo Flight Technologies An Arizona Corporation Article One Office The Corporation’s principal office in the State of Arizona will be located in the County of Maricopa, Arizona. The Registered Office of the Corporation required by the Arizona Business Corporation Act of Arizona to be maintained in the State of Arizona may be, but need not be, identical with the principal office in the State of Arizona. The Board of Directors may change the address of either office from time to time. Article Two Shareholders Section 2.01 Annual Meeting The annual meeting of the Corporation’s Shareholders will be held on the first day of June, beginning in 2017, if not a legal holiday; if a legal holiday, then beginning the next day that is not a legal holiday, or as otherwise designated by the Board of Directors. The purpose of the annual meeting is to elect Directors to succeed those whose terms expire as of the date of the annual meeting, and to transact any other corporate business arising before the meeting. Any Shareholder may apply to a court of competent jurisdiction to order an annual meeting if one is not held within 15 months after the last annual meeting. Section 2.02 Special Meetings Special meetings of the Shareholders may be called at any time for any purpose by the Chairman of the Board, the President, or by a majority of the Board of Directors. The special meeting will be called by the Chairman of the Board, the President, the Secretary, or any Director of the Corporation upon the written request of the holders of 51% of all the shares outstanding and entitled to vote on the business to be transacted at the meeting. The written request must state the Bylaws Zummo Flight Technologies An Arizona Corporation Page 2 2 meeting’s purpose. The Shareholders must restrict the business transacted at all special meetings of Shareholders to the purpose stated in the notice of the meeting. Section 2.03 Meeting Location The Shareholders will hold all meetings at the Corporation’s principal office or elsewhere in the United States as designated by the Board of Directors and specified in the notice of the meeting. Unless otherwise provided in the Articles of Incorporation, the Board of Directors may adopt procedures authorizing any annual or special meeting of Shareholders to be held solely by means of remote communication rather than in person at a physical location. Subject to any procedures the Board of Directors may adopt, Shareholders and any proxyholders not physically present at a meeting of Shareholders may participate in and vote at the meeting by conference telephone or other similar electronic communications equipment, and will be deemed present in person at the meeting for all purposes of these Bylaws, whether the meeting is held at a designated place or solely by means of remote communication. Any procedures promulgated by the Board of Directors must require that all of the Shareholders and any proxyholders participating in the meeting can hear and speak to each other at the same time. If any Shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, the Corporation must maintain a record of the vote or other action taken. Section 2.04 Meeting Notice The Secretary will mail written notice of each Shareholder meeting, postage prepaid, to each Shareholder of record entitled to vote at the Shareholder’s address as it appears on the books of the Corporation. The Secretary will mail the notice at least 30 days but no more than 60 days before the meeting. The notice must state the place, day, and hour at which the meeting will be held and, in the case of any special meeting, must state briefly the meeting’s purpose. If any Shareholder meeting is adjourned to a different date, time, or place, the Secretary need not give notice of the new date, time, or place if this information is announced at the meeting before adjourning. But if a new record date for the adjourned meeting is fixed, the Secretary must give notice of the adjourned meeting to Shareholders as of the new record date. Section 2.05 Shareholder Meetings If all of the Shareholders entitled to vote meet at any place, within or outside the State of Arizona, and consent to the holding of a meeting, the meeting will be valid without call or notice, and the Shareholders may take any action at the meeting. Section 2.06 Action without Meeting by Written Consent Any action required or permitted to be taken at a Shareholder meeting may be taken without a meeting when all of the Shareholders entitled to vote on the subject matter sign a written consent to the action. These signed consents will have the same force and effect as the unanimous vote of Bylaws Zummo Flight Technologies An Arizona Corporation Page 3 3 all the Shareholders at a meeting duly held. The Secretary must file these consents with the minutes of the Shareholder meetings. Section 2.07 Quorum The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote will constitute a quorum at all meetings of the Shareholders, except as otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. If less than a quorum attends a meeting, the meeting may be adjourned from time to time until a quorum is present. A majority vote of the Shareholders present or represented may adjourn the meeting without any notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is later present, any business may be transacted that might have been transacted if the meeting had been held as originally called. Section 2.08 Conduct of Meetings The President of the Corporation will preside over Shareholder meetings or, if he or she is not present, by a chairperson elected at the meeting. The Secretary of the Corporation will act as secretary of the meeting. In the absence of the Secretary, the presiding officer may appoint a person to act as secretary of the meeting. Section 2.09 Voting At all Shareholder meetings, every Shareholder entitled to vote will have one vote for each share of stock standing in his or her name on the books of the Corporation on the date the Shareholders entitled to vote at the meeting are determined. The vote may be made either in person or by proxy. The proxy must be appointed by a written instrument signed by the Shareholder or the Shareholder’s duly authorized attorney in fact, bearing a date not more than three months before the meeting, unless the instrument provides for a longer period, but in no event more than 11 months before the meeting. The proxy must be dated, but need not be sealed, witnessed, or acknowledged. All elections must be had and all questions must be decided by a majority of the votes cast at a duly organized meeting, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. Other than an election of Directors, favorable action on a matter by a quorum is taken if it is approved by a majority of the shares outstanding and entitled to vote on the matter. In the case of any matter that has been approved by vote of the Board of Directors taken at a meeting held before a Shareholder meeting, only a simple majority vote of the shares voted is necessary to approve the action, unless the Board of Directors requires a greater number of affirmative votes. Directors may be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. No ballot is required for this election unless requested by a Shareholder or proxyholder entitled to vote in the election. Bylaws Zummo Flight Technologies An Arizona Corporation Page 4 4 Section 2.10 Cumulative Voting Cumulative voting will not apply to election of Directors. In all elections for Directors, each Shareholder will have the right to cast votes for as many candidates as there are Directors to be elected, and may cast as many votes as equal the number of voting shares owned by him or her in the Corporation for each candidate, either in person or by proxy. Section 2.11 Voting Lists At least 10 days before each Shareholder meeting, the Secretary will make a complete and alphabetized list of the Shareholders entitled to vote at the meeting, with the address and the number of shares held by each. The Secretary will keep the list on file at the Registered Office of the Corporation for 10 days before the meeting. The list will be subject to inspection by any Shareholder at any time during usual business hours. The list will also be produced and kept open at the time and place of the meeting and will be subject to the inspection of any Shareholder during the meeting. The original or a duplicate share ledger or transfer book will be prima facie evidence as to the Shareholders entitled to examine the list or to vote at any Shareholder meeting. Section 2.12 Voting of Shares by Certain Holders Shares standing in the name of another domestic or foreign corporation may be voted by the officer, agent, or proxy as those corporate bylaws provide, or, if the corporate bylaws make no provision, as that corporation’s board of directors may determine. Shares standing in the name of a deceased person may be voted by his or her administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by the fiduciary, either in person or by proxy. But no guardian, curator, or trustee may vote shares held by him or her as a fiduciary without a transfer of the shares into his or her name. Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer of the shares into his or her name if authority to do so is contained in an appropriate order of the court that appointed the receiver. A Shareholder whose shares are pledged will be entitled to vote the shares until the shares have been transferred into the name of the pledgee. After the transfer, the pledgee will be entitled to vote the transferred shares. Section 2.13 Records Inspection A Shareholder entitled to inspect the records of the Corporation under any statutory or other legal right will have access to the records on demand only during the usual and customary hours of business and in a manner that will not unduly interfere with the Corporation’s regular conduct of the business. A Shareholder may delegate this inspection right to a certified or public accountant or a licensed attorney at law on the condition that, at the Corporation’s request, an accurate copy Bylaws Zummo Flight Technologies An Arizona Corporation Page 5 5 of every report made by the accountant or attorney based on the inspection be provided to the Corporation when the report is completed. No Shareholder may use, permit to be used, or acquiesce to others’ use of any information the Shareholder, accountant, or attorney obtains to the competitive detriment of the Corporation. Article Three Board of Directors Section 3.01 General Powers Except as otherwise provided by the Articles of Incorporation, the property and business of the Corporation will be managed under the direction of the Board of Directors of the Corporation. Section 3.02 Number and Term of Office The number of Directors to constitute the first Board of Directors of the Corporation will be as set forth in the Articles of Incorporation. Directors must be Shareholders. The Shareholders must elect Directors each year at the annual meeting of Shareholders, and each Director will serve until his or her successor is elected and qualified. Section 3.03 Filling Vacancies If a vacancy in the Board of Directors arises for any reason, the remaining Directors, by majority vote, may elect a successor to hold office for the unexpired portion of the remaining term. The newly elected Director will hold office until the election of his or her successor, or until resigning or being removed before the end of the term by an affirmative vote of a majority of the Shareholders. Similarly, if the number of Directors is increased as provided in these Bylaws, the additional Directors will be elected by the Board of Directors already in office, and will hold office until the next annual meeting of Shareholders and thereafter until his, her, or their successors are elected. Any Director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued, outstanding, and entitled to vote at any special meeting of Shareholders regularly called for the purpose. Section 3.04 Meeting Location The Board of Directors may hold their meetings, have one or more offices, and keep the books of the Corporation within or outside the State of Arizona, at any place or places as they may from time to time determine by resolution or by written consent of all the Directors. Bylaws Zummo Flight Technologies An Arizona Corporation Page 6 6 Section 3.05 Meeting Electronically Members of the Board of Directors may participate in a meeting by means of conference telephone or other similar electronic communications equipment if all of the persons participating in the meeting can hear and speak to each other at the same time. Participating in a meeting in this manner is the same as presence in person at a meeting for all purposes of these Bylaws. Section 3.06 Regular Meetings The Board of Directors may hold regular meetings without notice at those times and places as the Board determines by corporate resolution only if the Secretary has mailed notice of every Board resolution fixing or changing the time or place for holding the regular meetings to each Director at least three days before the first meeting held under the resolution. But the annual meeting of the Board of Directors must be held immediately after the annual Shareholder meeting at which a Board of Directors is elected. The Board may transact any business at a regular meeting. Section 3.07 Special Meetings Special meetings of the Board of Directors will be held whenever called by direction of the Chairman of the Board or the President. Special meetings must be called by the Chairman of the Board or the President or the Secretary upon written request of a majority of the Board of Directors. The Secretary must give notice of each special meeting of the Board of Directors by mailing the notice to each Director at least three days before the meeting. Any Director may waive receipt of notice. Unless otherwise indicated in the notice, the Board may transact any business at a special meeting. Section 3.08 Quorum A quorum for the transaction of business at all meetings of the Board of Directors comprises a majority of all the Directors. But if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. Section 3.09 Meetings of Directors If all of the Directors entitled to vote meet at any place, within or without the State, and consent to hold a meeting, that meeting will be valid without call or notice, and the Board may take any corporate action at the meeting. Section 3.10 Action without Meeting by Written Consents Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting when written consents setting forth the action taken are signed by all of the Directors entitled to vote with respect to the subject matter. These consents will have the same force and Bylaws Zummo Flight Technologies An Arizona Corporation Page 7 7 effect as the unanimous vote of the Directors at a meeting duly held. The Secretary must file the consents with the minutes of the meetings of the Directors. Section 3.11 Compensation of Directors The Board of Directors will fix by resolution the compensation or salary paid for attendance at each regular or special meeting of the Board in which a Director actually participates and reimbursement of the expenses incurred in attending any regular or special meeting of the Board. The reimbursement and compensation will be payable whether or not a meeting is adjourned because of the absence of a quorum. No provision of these Bylaws precludes any Director from serving the Corporation in any other capacity and receiving compensation for that service. Article Four Officers Section 4.01 Election, Tenure, and Compensation The officers of the Corporation will be a President, a Secretary, a Treasurer, and a Chairman of the Board. The officers will be elected annually by the Board of Directors at its first meeting following the annual meeting of the Shareholders except where a longer term is specifically provided in an employment contract duly authorized and approved by the Board of Directors. In any employment contract, the Board of Directors may employ an officer for a term in excess of one year and for as long a term as the Board determines in accordance with the law. The President and Chairman of the Board must be Directors. Any two or more of the above offices, may be held by the same person, but no officer may sign, acknowledge, or verify any instrument in more than one capacity if the law or these Bylaws require the instrument to be executed, acknowledged, or verified by two or more officers. The Board of Directors will fix the compensation or salary paid to all officers of the Corporation by resolution. If any office other than an office required by law is not filled by the Board of Directors or later becomes vacant, the office and all references in these Bylaws are inoperative until the Board of Directors fills the office in accordance with these Bylaws. Except where otherwise specifically provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation are subject to removal at any time by the majority vote of the whole Board of Directors, and all officers, agents, and employees hold office at the discretion of the Board of Directors or of the officers appointing them. Section 4.02 Powers and Duties of the Chairman of the Board The Chairman of the Board will preside at all Board of Directors meetings unless the Board elects a different chairperson to preside at a meeting by a majority vote of the quorum present. The Bylaws Zummo Flight Technologies An Arizona Corporation Page 8 8 Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the Corporation’s name. He or she will be an ex officio member of all standing committees. The Chairman of the Board will have co-extensive powers with the President as the chief executive officer of the Corporation if this designation is attested by the Secretary of the Corporation and filed in writing with the Corporation Commission of Arizona. Section 4.03 Powers and Duties of the President The President is the chief executive officer of the Corporation and has general charge and control of all its business affairs and properties. He or she will preside at all Shareholder meetings. The President may sign and execute all authorized bonds, contracts, or other obligations in the Corporation’s name. He or she will have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President will be an ex officio member of all the standing committees. He or she shall perform all other duties as the Board of Directors may assign from time to time. If the Board of Directors does not take affirmative action to fill the office of Chairman of the Board, the President shall assume and perform all powers and duties given to the Chairman of the Board by these Bylaws. Section 4.04 Secretary The Secretary will give or cause to be given notice of all meetings of Shareholders and Directors and all other notices required by law or by these Bylaws. In the Secretary’s absence, refusal, or neglect, the President may direct any person to give this notice. The Secretary must record all the Shareholder and Board of Director meeting proceedings in books provided for that purpose, and shall perform all other duties assigned by the Directors or the President. The Secretary will have charge of the transfer book for shares of the Corporation. The Secretary will have custody of the corporate seal, if any; will affix the seal to all instruments requiring it when authorized by the Board of Directors or the President; and will attest the fixing of the seal. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President. Section 4.05 Treasurer The Treasurer will have custody of all the funds and securities of the Corporation, and he or she will keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer will deposit all moneys and other valuables in the name and to the credit of the Corporation in the depository or depositories designated by the Board of Directors. The Treasurer will disburse the funds of the Corporation as ordered by the Board of Directors, taking proper vouchers for all disbursements. He or she will provide to the President and the Board of Directors, with or without specific request, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. Bylaws Zummo Flight Technologies An Arizona Corporation Page 9 9 The Treasurer will give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation of all books, papers, vouchers, moneys, and other properties of any kind in his or her possession or under his or her control belonging to the Corporation if he or she is removed from office for any reason. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President. Article Five Capital Stock Section 5.01 Issuance of Certificates of Stock The certificates for shares of the stock of the Corporation must be in a form consistent with the Articles of Incorporation or its amendments, and as approved by the Board of Directors. All certificates must be signed by the President. All certificates for each class of stock will be consecutively numbered. The Secretary will enter the name of the person owning the shares issued and the holder’s address in the Corporation’s books. The Secretary will cancel all certificates surrendered to the Corporation for transfer and no new certificates representing the same number of shares may be issued until the former certificate or certificates for the same number of shares have been surrendered and cancelled. If a certificate of stock is lost or destroyed, the Secretary may issue a replacement certificate upon proof of the loss or destruction and, unless specifically waived by the President, give a satisfactory bond of indemnity not exceeding an amount double the value of the stock. Both the proof and bond must be in a form approved by the Corporation’s general counsel and by the Transfer Agent of the Corporation and by the Registrar of the stock. The Board of Directors may issue the number of shares of each class or series authorized by the Articles of Incorporation. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors must determine that the consideration for the shares to be issued is adequate. The Board of Directors will determine the terms upon which the rights, options, or warrants for the purchase of shares or other securities of the Corporation are issued and the terms, including the consideration, for which the shares or other securities are to be issued. Section 5.02 Transfer of Shares Shares of the Corporation’s capital stock will be transferred on the corporate books only by the holder of the stock in person or by his or her attorney in fact. The capital stock certificates must Bylaws Zummo Flight Technologies An Arizona Corporation Page 10 10 be surrendered and cancelled in exchange for a like number of shares in accordance with these Bylaws. Section 5.03 Registered Shareholders The Corporation may treat the holder of record of any share or shares of stock as the holder in fact of those shares, and is not bound to recognize any equitable or other claim to or interest in those shares in the name of any other person even if the Corporation has notice of the claim or interest, except as specifically provided by Arizona law. Section 5.04 Closing Transfer Books The Board of Directors may fix the time—not more than 50 days before the date of any Shareholder meeting, date of any dividend payment, or date of any allotment of rights—during which time the books of the Corporation will be closed against stock transfers. In the alternative, the Directors may fix a date—not more than 50 days before the date of any Shareholder meeting, date of any dividend payment, or date of any allotment of rights—as a record date to determine the Shareholders entitled to receive notice of and to vote at any meeting or to receive any dividends or rights (as the case may be). Only Shareholders of record on those dates will be entitled to receive notice of and to vote at the meeting or to receive dividends or rights (as the case may be). Section 5.05 Dividends The Board of Directors may from time to time declare and direct the Corporation to pay dividends on its outstanding shares in the manner and upon the terms provided by law and by its Articles of Incorporation. Article Six Corporate Seal The Corporation will not have a corporate seal. Article Seven Bank Accounts and Loans Section 7.01 Bank Accounts The Board of Directors may from time to time authorize designated officers or agents of the Corporation to deposit any corporate funds in those banks or trust companies designated by the Board of Directors, or may delegate to those officers or agents the authority to designate banks or Bylaws Zummo Flight Technologies An Arizona Corporation Page 11 11 trust companies. The designated officers or agents may also withdraw any or all of the funds of the Corporation deposited in the bank or trust company upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation and made or signed by those officers or agents. Each bank or trust company with which funds of the Corporation are deposited is authorized to accept, honor, cash, and pay— without limit as to amount—all checks, drafts, or other instruments or orders for the payment of money when drawn, made, or signed by officers or agents designated by the Board of Directors until the bank or trust company receives written notice revoking the authority of any officers or agents from the Board of Directors. The Board of Directors will certify from time to time to those banks or trust companies the signatures of the officers or agents of the Corporation authorized to draw against those accounts. If the Board of Directors fails to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money will be signed, any checks, drafts, and other instruments or orders for the payment of money must be signed by the President and countersigned by the Secretary or Treasurer of the Corporation. Section 7.02 Loans No loans may be contracted on behalf of the Corporation and no evidences of indebtedness may be issued in its name unless authorized by a resolution of the Board of Directors. The authority granted in the resolution may be general or confined to specific instances. Section 7.03 Contracts The Board of Directors may authorize any officer, agent, or agents of the Corporation to enter into any contract or to sign and deliver any instrument in the name of and on behalf of the Corporation. The authority granted by the Board of Directors may be general or confined to specific instances. Article Eight Reimbursements If the Internal Revenue Service disallows in whole or in part any payments made to an officer or other employee of the Corporation such as salary, commission, interest or rent, or incurred entertainment expense as a deductible expense, the officer or employee must reimburse the Corporation for the amount to the full extent of its disallowance. The Board of Directors must enforce payment of each amount disallowed. Instead of payment by the officer or other employee, the Board of Directors may authorize proportionate amounts to be withheld from his or her future compensation until the amount owed to the Corporation has been recovered. Bylaws Zummo Flight Technologies An Arizona Corporation Page 12 12 Article Nine Miscellaneous Provisions Section 9.01 Fiscal Year The first fiscal year of the Corporation will be determined by the filing of the first federal income tax return of the Corporation. Each fiscal year following the first fiscal year must end on the same date unless changed by resolution of the Board of Directors. Section 9.02 Validity of Copies Any person may rely on a copy of these Bylaws or any resolution of the Board of Directors that the Secretary certifies to be a true copy to the same effect as if it were an original. Section 9.03 Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as appropriate within the context. The word or used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. Section 9.04 Resignation or Removal The phrase resignation or removal means the voluntary or involuntary removal of a Director or officer, as the case may be, due to death, disability, removal by vote of the Shareholders or Directors (as the case may be), resignation, or refusal to act. Section 9.05 Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and Subsections used within these Bylaws are included solely for the convenience and reference of the reader. They have no significance in the interpretation or construction of this Agreement. Section 9.06 Notices Unless otherwise stated, whenever Bylaws call for notice, the notice must be in writing and must be personally delivered with proof of delivery, or mailed postage prepaid by regular US mail, to the last known address of the party requiring notice. If delivery is made by US mail, notice is effective on the date mailed; in all other cases, notice is effective when delivery is made. Bylaws Zummo Flight Technologies An Arizona Corporation Page 13 13 Section 9.07 Waiver of Notice Whenever any notice is required to be given under these Bylaws, the Articles of Incorporation, or any law, a written waiver of the notice, signed by the person or persons entitled to receive notice, whether before or after the time stated therein, is equivalent to the giving of that notice. Attending any meeting is a waiver of notice of the meeting except if the attendance is for the specific purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Article Ten Amendments The Board of Directors has the authority to amend, alter, or repeal these Bylaws, in whole or in part, and may from time to time make additional Bylaws. This action may be taken at any general or special meeting of the Board of Directors by a vote of the Directors. But if the action is to be taken at a special meeting, notice of the meeting must state that a purpose of the meeting will be to consider and act upon alterations, amendments, or repeal of the Bylaws. Article Eleven Indemnification Section 11.01 Indemnifying Officers and Directors against Third-Party Lawsuits The Corporation will indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending, or completed legal action—civil, criminal, administrative, or investigative—because he or she is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. This indemnity is against expenses—including attorney fees, judgments, fines, and settlement amounts—actually paid and reasonably incurred by him or her in connection with the legal action if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. This indemnity does not extend to an action by or in the right of the Corporation The termination of any legal action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not of itself create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best Bylaws Zummo Flight Technologies An Arizona Corporation Page 14 14 interests of the Corporation, or, with respect to any criminal action, that he or she had reasonable cause to believe that the conduct was unlawful. Section 11.02 Indemnifying Officers and Directors against Derivative Lawsuits The Corporation will indemnify a person who was, is, or is threatened to be made a party to any threatened, pending, or completed legal action by or in the right of the Corporation to procure a judgment in its favor because he or she is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The indemnity is against expenses—including attorney fees and settlement amounts—actually paid and reasonably incurred by him or her in connection with the defense or settlement of the legal action if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. But no indemnification will be made in respect of any claim, issue, or matter as to which the person was adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which the legal action was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court determines proper. Section 11.03 Discretionary Indemnification of Employees The Board of Directors of the Corporation may extend, on a case-by-case basis, the indemnification provided in Section 11.01 and Section 11.02 of this Article to any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed legal action because he or she is or was an employee or agent of the Corporation other than a Director or officer of the Corporation. Despite the foregoing, the Corporation will be obligated to indemnify against expenses, including attorney fees, actually and reasonably incurred by an employee or agent as a result of a legal action (described in Section 11.01 and Section 11.02 of this Article) to the extent the employee or agent has successfully defended the legal action on the merits or otherwise. Section 11.04 Determining Indemnitee’s Compliance with Standard of Conduct Any indemnification under Section 11.01, Section 11.02, and Section 11.03 of this Article, unless ordered by a court, will be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the foregoing Sections. The determination will be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding. If a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, the determination will be made by independent legal counsel in a written opinion, or by the Shareholders. Bylaws Zummo Flight Technologies An Arizona Corporation Page 15 15 Section 11.05 Advance Payment of Expenses The Corporation may pay expenses incurred in defending a civil or criminal action against a Director, officer, employee, or agent in advance of the action’s final disposition as authorized by the Board of Directors. In each specific case, the Corporation must have received an undertaking by or on behalf of the Director, officer, employee, or agent to repay the amount unless it is ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article. Section 11.06 Survival of Indemnification The indemnification provided by this Article will continue as to a person who has ceased to be a Director, officer, employee, or agent and will inure to the benefit of the person’s heirs, executors, and administrators. This indemnification is not exclusive of any other rights to which those seeking indemnification may be otherwise legally entitled. Section 11.07 Insurance on Indemnitees In order to satisfy its obligations under these Bylaws, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation and who is indemnified against liabilities under this Article. Section 11.08 Definitions For the purpose of this Article, references to Corporation include all constituent corporations absorbed in a consolidation or merger and this Corporation. Any person who is or was a Director, officer, employee, or agent of a constituent corporation or is or was serving at the request of a constituent corporation, partnership, joint venture, trust, or other enterprise in one of those capacities will stand in the same position under this Article with respect to this Corporation as if he or she had served this Corporation in the same capacity. For purposes of this Article: other enterprise includes employee benefit plans; fines includes any excise taxes assessed on a person with respect to an employee benefit plan; and serving at the request of the Corporation includes any service as a Director, officer, employee, or agent of the Corporation that imposes duties on, or involves services by, the Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or its beneficiaries. Bylaws Zummo Flight Technologies An Arizona Corporation Page 16 16 A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be considered to have acted in a manner not opposed to the best interests of the Corporation as referred to in this Article. DATED this day of May, 2017 By: _ Robert Zummo, as sole Shareholder and Director

EX1K-4 SUBS AGMT

Exhibit 1K-4

SUBSCRIPTION AGREEMENT

FOR

ZUMMO FLIGHT TECHNOLOGIES INC.

An Arizona Corporation

This SUBSCRIPTION AGREEMENT (this “Agreement”) is being entered into as of the date set forth on the signature page hereto between Zummo Flight Technologies Inc., an Arizona corporation (the “Company”), and the investor named on the signature page hereto (sometimes called the “Investor” and other times called the “Purchaser”).

WHEREAS, Company has provided a copy of the the Shareholders’ Agreement for the Company to Investor, which is incorporated herein by this reference.

WHEREAS, the Investor desires to purchase and acquire, and the Company desires to sell to the Investor ________________ ( ) Class B common shares of equity in the Company (the “Shares”) in exchange for a purchase price of _________________ Dollars ($________.00) (the “Purchase Price”).

WHEREAS, the Company desires for Investor to invest in the Company, and Investor desires to acquire the Shares and invest in the Company.

NOW, THEREFORE, the Investor agrees with the Company as follows:

1.

Purchase and Sale of the Shares.

1.1

Purchase and Sale of the Shares. The Investor agrees, on the terms of and subject to the conditions specified in this Agreement, to purchase from the Company, the Shares in the amount of the Purchase Price in exchange for the Purchase Price. The Purchase Price shall be delivered to (or for the benefit of) the Company by the Investor in the form of a wire transfer, Automatic Clearing House (“ACH”) payment, or credit card payment submitted electronically through the Issuer’s portal at: www.zummotechnologies.com as directed by the Company on the Closing Date (as defined below).

1.2

The Closing. The closing of the sale and purchase of the Shares (the “Closing”) shall take place at such location(s) and at such time(s) as the Company and the Investor may mutually agree (such date is hereinafter referred to as the “Closing Date”).

1.3

Delivery of the Purchase Price and Shares. At the Closing, the Investor shall deliver to the Company the Purchase Price as provided in Section 1.1. At the Closing, by execution of this Agreement and the Shareholders’ Agreement, the Investor shall, pursuant to the terms and conditions of the Shareholders’ Agreement, become the owner of the Shares of the Company.

2.

Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor as follows:

2.1

Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona. The Company has all requisite power and authority to carry on its business as presently conducted, and to sell the Shares pursuant to this Agreement.

2.2

Authorization. All organizational action on the part of the Company, its Officers and Directors necessary for the sale of the Shares and the performance of the Company’s obligations under this Agreement has been taken. This Agreement is a valid, binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditor’s rights and to the availability of the remedy of specific performance.

2.3

Capitalization. As of the date hereof, no warrants or other rights to the Shares from the Company have been issued. All issued and outstanding Shares of the Company are, and when issued in accordance with the terms hereof Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed by federal or state securities or “blue sky” laws and except for those imposed pursuant to this Agreement.

2.4

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for the filings, if any, required pursuant to applicable state securities or blue sky laws and any filing pursuant to Regulation A+ of the Securities and Exchange Commission (“SEC”).

2.5

Securities Act. In all material respects, the Company has complied with all applicable federal or state securities laws in connection with the issuance and sale of the Shares. Neither the Company nor anyone acting on its behalf has offered any of the Shares, or similar securities, or solicited any offers to purchase any of such securities, so as to bring the issuance and sale of the Shares under the registration provisions of the Securities Act of 1933, as amended (the “Act”).

3.

Representations and Warranties of Investor. The Investor hereby represents and warrants to the Company as follows:

3.1

Access to Information. To the full satisfaction of the Investor, the Company has provided the Investor with the opportunity to obtain information and documents relating to the Company, to ask questions of, and to receive answers from, representatives of the Company concerning the Company and an investment in the Shares. Except as set forth in this Agreement, no representations or warranties have been made to the Investor by the Company or any Officer, employee or agent of the Company. The Investor acknowledges that any information relating to the Company previously provided to the Investor, other than this Agreement, should not be relied upon by the Investor.

3.2

No Registration of the Shares. The Investor is aware that the issuance of the Shares has not been registered under the Act, that such offer and sale are intended to be exempt from registration under the Act and the rules promulgated thereunder by the SEC, and that the Shares cannot be sold, assigned, transferred, or otherwise disposed of unless they are subsequently registered under the Act or an exemption from such registration is available. The Investor is also aware that sales or transfers of the Shares are further restricted by state securities laws and the provisions of this Agreement and that the Shares will bear appropriate legends restricting their transfer pursuant to applicable laws and this Agreement.

3.3

Investment Representations. Investor understands that the Shares have not been registered under the Act. Investor also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon Investor’s representations contained in this Agreement. Investor hereby represents and warrants as follows:

(a)

No Market for Securities. The Investor understands that there is no established market for the Shares or any other debt or equity interest in the Company and that no public market for any such Shares or other debt or equity interest is presently foreseeable.

(b)

Acquisition for Own Account. Investor is acquiring the Shares for Investor’s own account for investment only, and not with a view towards their distribution.

(c)

Early Stage Company. The Investor is aware that the Company is an early stage company with limited operating history and that there are substantial risks incident to an investment in the Shares.

(d)

Resale of the Shares. The Investor has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Shares, except in accordance with the provisions of this Agreement.

(e)

Company Information. Investor has had an opportunity to review the Company’s Offering Circular. Investor has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

(f)

Residence. If Investor is an individual, then Investor resides in the state or province identified in the address of Investor set forth below Investor’s signature below, if Investor is a partnership, corporation, limited liability company or other entity, then the office or offices of Investor in which its investment decision was made is located at the address or addresses of Investor set forth below Investor’s signature below.

(g)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Company’s offer and sale and Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

3.4

Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened in writing against the Company, or that may be brought by the Company, that would reasonably be expected to result, either individually or in the aggregate, in any material adverse change in the assets, condition, affairs or prospects of the Company, financially or otherwise, or any change in the current equity ownership of the Company or that questions the validity of this Agreement or the Shares or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby. The foregoing includes, without limitation, actions pending or, to the Company’s knowledge, threatened in writing involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.5

Organizational Matters. All action on the part of the Investor necessary for the authorization, execution and delivery of this Agreement, and for the performance of all obligations of the Investor hereunder, has been taken. This Agreement has been duly executed and delivered by the Investor and will constitute a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditor’s rights and to the availability of the remedy of specific performance.

4.

Miscellaneous.

4.1

Waivers and Amendments. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Investor.

4.2

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to the conflict of law provisions. Each of the Company and the Investor hereby submits to the nonexclusive jurisdiction of Arizona state and federal courts located in Maricopa County for purposes of all legal proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Company and the Investor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

4.3

Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

4.4

Entire Agreement. This Agreement (including the exhibits attached hereto), and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

4.5

Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed to the party at the address for such party set forth on the signature page of this Agreement, or at such other address as such party shall have furnished to the other party in writing.

4.6

Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4.7

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

4.8

Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

4.9

Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Shares specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such Shares in its records as the absolute owner and holder of such Shares for all purposes; provided further, that nothing provided for herein shall modify, abridge or limit any transfer restrictions set forth in the Shares.

4.10

Amendment and Waiver. This Agreement may be amended or modified, and the obligations of the Company and the rights of the holder(s) of the Shares under this Agreement may be waived, only upon the written consent of the Company.

4.11

Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

4.12

Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.

4.13

Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

4.14

No Reliance Upon Additional Investment. Investor acknowledges that it is not relying upon any person, firm, or corporation, making an investment in the Company, in making its investment or decision to invest in the Company.

4.15

Pronouns; Interpretation. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. The language of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any party.

4.16

Counterparts. This Agreement may be executed in one or more counterpart copies, and each of which so executed, irrespective of the date of execution and delivery, shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument. The signature pages of one or more of the counterpart copies may be removed from such counterpart copies and all attached to the same copy of this Agreement which, with all attached signature pages, shall be deemed to be an original Agreement.

4.17

Securities Laws. THE SECURITIES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS SPECIFIED IN SAID ACT, NOR HAVE THESE SECURITIES BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION SPECIFIED UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES ADMINISTRATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREIN NOR HAS THE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES CONTAINED IN THIS AGREEMENT OR THE MERITS OF AN INVESTMENT IN THE SECURITIES OFFERED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. INVESTORS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE BUSINESS, TAX AND OTHER RISKS INVOLVED.

IN WITNESS WHEREOF, the parties have caused this Subscription Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year set forth below.

Dated as of: ________ ___, 202__

 INVESTOR NAME:

 ____________________________

 (Individual or Entity Name Printed)

 Signed By: _______________________

 Name: _______________________

 Title: _______________________

 (Only include name and title here if signing on behalf of an entity, i.e. a trust)

 Address: ________________________

 Address: ________________________

 City, State Zip: ____________________

 COMPANY:

 ZUMMO FLIGHT TECHNOLOGIES, INC.,

 an Arizona corporation

 Signed By: ________________________

 Name: ________________________

 Title: ________________________

 Address: Zummo Flight Technologies

8311 E. Via de Ventura, #2082

Scottsdale, AZ 85258