UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2009
Hydrogen Hybrid Technologies, Inc.
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(Name of Small Business Issuer in its Charter)
Nevada 333-76242 45-0487463
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
62 Waterbridge Way, Toronto, Ontario M1C 5B9 Canada
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(Address of principal executive offices)
(315) 308-5968
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(Issuer's telephone number)
2901 Bayview Ave. P.O. Box 91043, Toronto, Ontario M2K 2Y6 Canada
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.01. Changes in Control of Registrant.
Hydrogen Hybrid Technologies, Inc. (the "Registrant" or the "Company")
accepted the resignation of Ira Lyons as Officer and Director.
Prior to his resignation, the Board added Frank Carino, the largest
shareholder of the Company, as a director of the Registrant. Pursuant to
Nevada Corporate law, NRS 78.335(5), the Board of Directors filled the Board
vacancy with the nomination and acceptance of Mr. Frank Carino, effective
immediately. The new board member will hold office for the unexpired term
of his predecessor(s) and/or until his successor(s) are elected and
qualified. Further, the board appointed Mr. Frank Carino as President,
Secretary, and Treasurer.
On September 11, 2009, the Company filed an amended list of
Officers/Directors with the Nevada Secretary of State, which names Frank
Carino as Director, President, Secretary, and Treasurer of the Company
No agreements exist among present or former controlling stockholders or
directors of the Registrant with respect to the election of the members of
the board of directors, and to the Registrant's knowledge, no other
agreements exist which might result in a change of control of the Registrant.
CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's director and executive
officer are as follows:
Name Age Position
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Frank Carino 46 Chairman & CEO
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Biography of Frank Carino
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Mr. Carino for the past 10 years has worked as a corporate consultant by
assisting corporations in the evaluation of specific industry trends and the
competition in the industry. He has helped companies in their business
development, capitalization, marketing and sales of its products and
services.
Mr. Carino helped create Canadian Hydrogen Energy Company a Company that
developed a hydrogen injection system to help fuel efficiency.
He has also assisted companies in developing, studying and evaluating new
customer opportunities, strategic relationships, and in matters of corporate
sales activities, corporate strategy, corporate funding and discussions
pertaining to these activities.
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Compensation of Directors
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No director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge,
about the ownership of our common stock on September 11, 2009 relating to
those persons known to beneficially own more than 5% of our capital stock
and by our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days
after September 3, 2009 pursuant to options, warrants, conversion
privileges or other right. The percentage ownership of the outstanding
common stock, however, is based on the assumption, expressly required by
the rules of the Securities and Exchange Commission, that only the person
or entity whose ownership is being reported has converted options or
warrants into shares of Nevada Processing Solutions common stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
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Common Frank Carino(2) Director/CEO 27,338,000 29.1%
Common Salvatore Oliveti(3) Shareholder 7,331,000 7.8
Common Bruzzese Mielina Angela(4) Shareholder 7,331,000 7.8
Common HHT ESOP(5) Shareholder 4,556,000 4.8%
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All Executive Officers, Directors
as a Group (1 person) 27,338,000 29.1%
(1) The percentages listed in the percent of class column are based upon
93,750,361 issued and outstanding shares of Common Stock.
(2) Frank Carino, 62 Waterbridge Way, Toronto, Ontario M1C 5B9 Canada
(3) Salvatore Oliveti, 11090 Pinevalley Rod., Woodridge, ON L4L 1A6 Canada
(4) Bruzzese Mielina Angela, 106 Birch Ave., Richmond Hills, ON L4C 6C7
Canada
(5) Canadian Hydrogen Energy Company Ltd., 182 Wellington St. W,
Bowmanville, Ontario L1C 1W3
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
The Registrant accepted the resignation of Ira Lyons as Officer and Director.
Pursuant to Nevada Corporate law, NRS 78.335(5), the Board of Directors
filled the Board vacancy with the nomination and acceptance of Frank
Carino., effective immediately. The new board member will hold office for
the unexpired term of his predecessor(s) and/or until his successor(s) are
elected and qualified. Further, the board appointed Frank Carino as Chief
Executive Officer of the Registrant.
Item 8.01 Other Events
The Company's mailing address and business address have been changed from
2901 Bayview Ave., P.O. Box 91043, Toronto, Ontario M2K 2Y6 Canada to 62
Waterbridge Way, Toronto, Ontario M1C 5B9 Canada effective September 11,
2009. The Company's new telephone number is: (315) 308-5968.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Hydrogen Hybrid Technologies, Inc.
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Registrant
By: /s/ Frank Carino
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Name: Frank Carino
Title: Director/CEO
Dated: September 12, 2009
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