partiiandpartiii.htm

SECURITIES BEING OFFERED

In General

The Shares being offered in this Offering are shares of the Company’s voting common stock.

As of the date of this Offering Circular, the Company has no class of stock outstanding other than one class of voting common stock. Other classes of stock could be created and issued in the future, including classes of stock with rights superior to those of the common stock (for example, preferred stock).

If all the Shares being offered in the Offering are sold, by the Company itself and Vertron, the voting common stock of the Company will be owned as follows:

Shareholder	Number of Shares	Percentage
Darrell Hubbard1	35,000,000	67.34%
Vertron1,2	4,508,3923	8.67%
Emanuel Harrington	222,222	0.43%
Investors	12,247,2423	23.56%

TOTAL	51,977,8563	100%

The Company expects to reserve 4,000,000 shares of voting common stock for issuance pursuant to an equity compensation program for the benefit of Board members, the executive team, and employees. If all of these shares are issued, the Company’s voting common stock will be owned in approximately these proportions:

Shareholder	Number of Shares	Percentage
Darrell Hubbard1	35,000,000	62.52%
Vertron1,2	4,508,3923	8.05%
Emanuel Harrington	222,222	0.40%
Investors	12,247,2423	21.88%
Board Members, Etc.	4,000,000	7.15%

TOTAL	55,977,8563	100%

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1Vertron is controlled by Darrell Hubbard.

2Because Darrell Hubbard controls Vertron, he effectively controls 39,508,393 Shares, which would represent approximately 76.01% of the Shares issued and outstanding if all the Shares being offering in the Offering are sold, and 70.57% if all the Shares being offering in the Offering are sold and all 4,000,000 Shares are issued for the benefit of Board members, the executive team, and employees.

3These figures are rounded to the nearest whole share. If Vertron sells all 1,991,607.86 Shares it is offering, it will hold 4,508,392.14 Shares after this Offering is completed. The total number of Shares offered in this Offering is 12,247,242.26. We have rounded these numbers in some places in this document for ease of reference.

The Shares will be issued and maintained in electronic form at the Company’s website and by the Company’s stock transfer agent only – investors will not receive a paper stock certificate.

Dividends

The owners of the Company’s voting common stock will be entitled to receive dividends as may be declared from time to time by our Board of Directors out of legally available funds. Dividends will be paid ratably to the holders of voting common stock based on the number of Shares held by each owner as of the record date established by the Board with respect to such dividend. The Company has never declared or paid cash or stock dividends on any of its capital stock, and currently does not anticipate paying any dividends in the foreseeable future.

Voting Rights

Each owner of voting common stock will be entitled to one vote for each Share on all matters submitted to a vote of our common stockholders as may be required from time to time under Delaware law, our Bylaws, and/or our Certificate of Incorporation, including the election of our Board of Directors.

Rights Upon Liquidation

In the event of the Company’s liquidation, dissolution, or winding up, the owners of the voting common stock will be entitled to share ratably (that is, on a per-Share basis) in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debt and other liabilities, and the satisfaction of any liquidation preferences granted to the holders of any class of preferred stock then issued and outstanding.

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Other Rights

The owners of securities sometimes have special rights, including:

“Preemptive Rights” – The owners of a security might have the right, automatically, to participate in any subsequent round of financing. For example, if Investor X owns 5% of the company today, and the company issues more securities tomorrow, she might have the right to buy 5% of those additional securities.

“Anti-Dilution Rights” – The owners of a security might have special protection if the company sells securities for a lower price in the future. For example, if Investor X buys stock for $10 per share, and the company later sells stock for $8 per share, Investor X might have the right to receive more stock for no additional payment.

“Conversion Rights” – The owners of a one class of security might have the right, under specified conditions, to convert to a different class of security, for example from common to preferred stock or vice versa.

“Redemption Rights” – The owners of a security might have the right to require the company to “redeem,” or buy back, their shares at some point, giving them a measure of liquidity.

The owners of the Company’s voting common stock have no such special rights.

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LIMIT ON AMOUNT A NON-ACCREDITED INVESTOR CAN INVEST

As long as you’re at least 18 years old, you can invest in this Offering. But if you’re not an “accredited” investor, the amount you can invest is limited by law.

Under 17 CFR §230.501, a regulation issued by the Securities and Exchange Commission, the term “accredited investor” means:

A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;

A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person;

A business in which all the equity owners are accredited investors;

An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

A bank, insurance company, registered investment company, business development company, or small business investment company;

A charitable organization, corporation, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; and

A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer.

If you fall within any of those categories, then you can invest as much as you want. If you don’t fall within any of those categories, then the most you can invest in this Offering is the greater of:

10% of your annual income; or

10% of your net worth.

These limits are imposed by law, not by us.

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When you go to our website, www.YobiFund.com, register, and complete your investor profile, we will ask whether you’re an accredited investor. If you aren’t, then we’ll ask about your annual income and net worth.

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SALE AND DISTRIBUTION OF SECURITIES

Term of Offering

The Offering will begin as soon as our registration statement is “qualified” by the SEC. It will end upon the earlier of (1) the date we have sold $50,000,000 of Shares in this Offering, or (2) December 31, 2017 (unless we decide to terminate the Offering earlier).

Size of Offering

The Company and Vertron are offering to sell to the public up to a total of 12,247,242.26 Shares of the Company’s voting common stock for consideration totaling $50,000,000 in the aggregate. If all of these Shares are sold, the Company would sell 10,255,634.40 Shares for $35,010,000 and Vertron would sell 1,991,607.86 Shares for $14,990,000..

Investment Units

We will sell Shares in investment “Units” of $100.00. The initial price per Share is $0.95, meaning that initially, for each Unit of $100.00, Investors will receive 105.26 Shares. As we raise more money, the price per Share will increase (as described immediately below). As the price per Share increases, each Unit will consist of fewer shares.

Increase in Price Per Share

The initial price per Share is $0.95. For each $50,000 of Shares sold in the Offering, by the Company or by Vertron, the price will increase by one penny ($0.01) per Share. Thus, after we have raised $50,000 (by selling 52,631.58 Shares), the price will increase from $0.95 per Share to $0.96 per Share. After we have raised another $50,000 (this time by selling 52,083.33 Shares), the price will increase from $0.96 per Share to $0.97 per Share. If we sell all 12,247,242.26 Shares being offered, the last 4,570.38 Shares sold will be for a price of $10.94 per Share.

We will notify Investors, on the Site, of the total amount raised to date and the then-current price.

No Minimum Offering Amount

We have not established any “minimum” amount to be raised through this Offering. We will accept and deploy all the money we raise, no matter how little.

Manner of Distribution

We are not using an underwriter or broker to sell the Shares, and we are not paying commissions to anyone for selling the Shares. We are selling the Shares only through our Platform located at our Site. We reserve the right to reject any subscription to purchase Shares in this Offering in whole or in part and for any reason (or no reason). If we reject your subscription, we will return all your money without interest or deduction.

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Advertising

After the Offering Statement has been “qualified” by the SEC, we intend to advertise at the Site and through other means, including public advertisements and audio-visual materials, in each case only as we authorize. All of these advertising materials will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Shares, and none will include information that is not in this Offering Circular. However, our advertising materials will not give a complete understanding of this Offering, the Company, or the Shares, and should not be considered as a substitute for, or even as part of, this Offering Statement. The Offering is made only by means of this Offering Statement.

Sale of Shares by Vertron

As part of this Offering, Vertron is offering to sell up to 1,991,607.86 Shares that it owns currently, but only after the Company itself has raised at least $25,000,000. The Shares will be sold as follows:

First, the Company – and only the Company – will sell Shares until the Company has raised $25,000,000, representing 9,195,581.67 Shares. If the Company raises less than $25,000,000, then Vertron will not sell any Shares in the Offering.

Once the Company has raised $25,000,000, then the next 1,537,299.54 Shares will be sold by Vertron.

Once Vertron has sold 1,537,299.54 Shares, then all subsequent sales of Shares will be sold in the proportion of 70% by the Company and 30% by Vertron, by value, until all of the remaining Shares have been sold.

These procedures are intended to ensure compliance with two important rules in Regulation A: one, that an offering may not exceed $50,000,000; and two, that existing security-holders may not receive more than 30% of the total proceeds of the Offering.

The table below compares the number of Shares held by Vertron before and after this Offering, assuming the Offering is fully subscribed:

Vertron Shares Held Prior to Offering:	6,500,000
Vertron Shares Offered:	1,991,607.86
Vertron Shares Held After Offering:	4,508,392.14
Shares Offered By Vertron as a Percentage of Total Pre-Offering Company Outstanding Shares	4.77%

Vertron is the only existing security-holder of the Company offering Shares in this Offering.

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HOW TO INVEST

To buy our Shares, go to our Site at www.YobiFund.com and follow the instructions. We will ask for certain information about you, including:

Your name and address

Your social security number (for tax reporting purposes)

Whether you are an “accredited investor”

If you not an accredited investor, your income and net worth

We will also ask you to sign our Investment Agreement, a copy of which is attached as Exhibit 1A-6E.

The minimum investment is 1 Unit, i.e. $100.00. You will pay for your Shares using one of the options described on the Site.

The information you submit, including your signed Investment Agreement, is called your “subscription.” We will review your subscription and decide whether to accept it. We have the right to accept or reject subscriptions in our sole discretion, for any reason or for no reason.

When you invest, your money will be held in an escrow account with a third party until we review your subscription and decide whether to accept it. When and if we have confirmed that your subscription is complete and decided to accept your subscription, we will release your money from the escrow account to the Company at a time we select. If we decide not to accept your subscription, we will return your money to you.

Once we have accepted your subscription, we will notify you by email and the investment process will be complete. We will also notify you by email if we do not accept your subscription, although we might not explain why.

We will not issue you a paper certificate representing your Shares.

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DILUTION

Like many early-stage companies, we have issued shares of our voting common stock to our founders and employees at a much lower effective cash cost compared to the price that you will pay for your Shares in this Offering. This is done in part to compensate them for their substantial efforts in building the Company, and for the risks associate with founding and working for a start-up enterprise. The table below shows the average effective cash cost per share of the Shares that we have issued to date:

Shareholder	Number of Shares Issued	Effective Price Per Share

Darrell Hubbard	35,000,000	Par Value (0.0001)

Vertron Corporation	6,500,000	Non-cash

Emanuel Harrington	222,222	$0.45

TOTAL SHARES ISSUED TO DATE	41,722,222

AVERAGE EFFECTIVE PRICE PER SHARE		N/A

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Net tangible book value is the aggregate amount of the Company’s tangible assets less its total liabilities. As of the time of this Offering Statement, our net tangible book deficit is $18,276 and we had 41,722,222 shares issued and outstanding, and so our net tangible book deficit per share is $0.0004. The table below shows the dilution in net tangible book value per share immediately following the Offering, and assumes for purposes of illustration that the Offering is fully subscribed:

Average Price Per Share	$4.08

Shares Issued	12,247,242.26

Capital Raised	$35,010,000

Less: Offering Costs (estimated)	$50,000

Net Offering Proceeds	$34,960,000

Net Tangible Book Value Post Offering	$34,911,724

Increase/(Decrease) In Net Tangible Book Value Post Offering	$34,960,000
Net Tangible Book Value Per Share Post Offering (approximate)	N/A
Increase/(Decrease) In Net Tangible Book Value Per Share Post Offering	N/A

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USE OF PROCEEDS

We expect the Offering itself to cost about $50,000, which includes legal and accounting fees – principally the cost of preparing this Offering Statement. We are not paying any commissions to underwriters, brokers, or anybody else for selling or distributing the Shares.

Assuming that the Company raises the entire $35,010,000 we are seeking, we expect to use the money in the following general categories:

Budget Item	Budget Amount
Property Plant and Equipment	$	1,500,000
General and Operating Expenses	$	3,010,000
Personnel (60 to 75 Employees)	$	7,000,000
Executive and Management Team
Administrative and Operational Staff
National Exchange Readiness, Compliance, and Reporting Team
Software Development	$	3,500,000
Funding Portal Software
Funding Portal Back Office System
Funding Portal FINRA and SEC Compliance System
Social Media and Marketing Web and Mobile Apps
Marketing and Promotions	$	10,000,000
Direct Marketing (Advertising)
Affiliate Marketing
Public Relations
Acquisitions Budget	$	10,000,000
Nationally Licensed Broker Dealer
Private Placement Service Providers

TOTAL COMPANY OFFERING	$	35,010,000

The foregoing are our best estimates as of this time only. The actual use of the proceeds of the Offering could change based on a number of factors, including the amount we raise. In addition, at the discretion of our management, we may from time to time use part of the proceeds of this offering to acquire other companies or technologies from third parties as part of our long-term strategic plan, as discussed under “Acquisitions” on page 21.

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LIMITATIONS OF LIABILITY

The Certificate of Incorporation of the Company protects the Directors of the Company from lawsuits brought by Investors, to the fullest extent permitted by Delaware law. Article VI of the Company’s Certificate of Incorporation provides that:

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director, except with respect to (i) a breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) intentional misconduct or a knowing violation of law or acts or omissions not in good faith, (iii) unlawful payments of dividends or unlawful stock purchases or redemptions, or (iv) transactions from which a director derived an improper personal benefit.

As a result, Investors will not be entitled to sue Directors in most situations, even if Directors make mistakes that cause the Company (and therefore Investors) to lose money. This limitation on the liability of Directors, officers, and agents is referred to as “exculpation.”

The Certificate of Incorporation also requires the Company to indemnify (reimburse) Directors and officers losses, liabilities, and expenses they incur in performing their duties. For example, if a third party sues a Director on a matter related to the Company’s business, the Company would be required to indemnify the Director for any losses or expenses she incurs in connection with the lawsuit, including attorneys’ fees. However, this indemnification is not available where the person did not act in good faith or, with respect to a criminal action or proceeding, had reason to believe her conduct was unlawful.

Without these special provisions in the Certificate of Incorporation, Directors and officers would be entitled to some level of exculpation and indemnification, but not to the same extent. Furthermore, if the securities of the Company were listed on a national exchange, like the New York Stock Exchange, the rules of the exchange would limit the degree of exculpation and indemnification permitted. Hence, Investors should understand that the provisions are discretionary, not mandatory.

In addition, our Certificate of Incorporation provides that, to the fullest extent permitted by law, all suits against the Directors, officers and agents of the Company by Investors must be brought in the Court of Chancery of the State of Delaware, unless the Corporation consents in writing to an alternative forum.

The Certificate of Incorporation of the Company is attached as Exhibit 1A-2A and the Bylaws as Exhibit 1A-2B.

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VERTRON AND THE VERTRON CONTRACTS

Vertron Corporation (“Vertron”) is a corporation organized under the laws of Delaware on April 12, 2002. Vertron was founded by Darrell Hubbard, who owns 100% of its issued and outstanding stock. Jeroen Hormes, the President and CEO of Vertron, serves as a member of the Company’s Board of Directors. Vertron is a boutique management and high-technology consulting firm, as well as an incubator for web and mobile start-ups. Yobi Fund was conceived at Vertron in March 2014. Vertron incubated our business concept for one year prior to our incorporation in April 2015.

The Company has entered into three significant contracts with Vertron: a Software License Agreement, a Software Services Agreement, and a Patent License Agreement. These contracts are summarized below. Copies of the contracts themselves are attached as Exhibit 1A-6A (the Software License Agreement), Exhibit 1A-6B (the Software Services Agreement), and Exhibit 1A-6C (the Patent License Agreement).

Software License Agreement

The Software License Agreement provides the Company with a non-exclusive license to install and use certain web portals designed to facilitate crowdfunding transactions. As consideration for the software license, the Company issued Vertron 2,500,000 shares of Yobi Fund common stock valued at $0.40 per share, or an aggregate of $1,000,000.

Software Services Agreement

Pursuant to the terms of the Software Services Agreement, Vertron will provide the Company with certain software development and support services. In consideration of those services, the Company will pay Vertron at an annualized aggregate rate of $1,400,000. On June 1, 2015, the Company issued Vertron 3,500,000 shares of common stock, valued at $0.40 per share, or an aggregate of $1,400,000, representing an advance on the first years’ aggregate annual rate. The Software Services Agreement is terminable following notice and an opportunity to cure if, among other events of default, Vertron fails to make available or deliver the software services provided for under the terms of the agreement. Vertron will retain all rights to any work product developed in whole or in part in connection with the software services to be performed under the terms of the software services agreement.

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Patent License Agreement

The Patent License Agreement provides the Company with a worldwide license to develop and commercialize two pending patents: “A System for Buying and Selling Securities over a Distributed Communications Network” and “A System and Method for Active Participation in an Investor-Managed Corporation.” In consideration of the patent license, the Company issued Vertron 500,000 shares of common stock, valued at $0.40 per share, or an aggregate of $200,000. The Company also agreed to pay Vertron 10% of any sublicense fees, with the first payment being due on June 1, 2017. The patent license agreement is terminable following notice and an opportunity to cure if the Company fails to perform any material obligation under its terms, and immediately terminates in the event of the Company’s voluntary or involuntary bankruptcy.

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MANAGEMENT DISCUSSION

Operating Results

We are a development stage Company with no revenues and an accumulated deficit of approximately $136,257 attributable to start-up and organizational expenses.

We are not aware of any unusual events or transactions, or any new developments, that are expected to materially affect the operations of the Company, except that the Company continues to improve its operations and internal systems.

Liquidity and Capital Resources

As of the date of this Offering Statement, the Company has no revenues and has not commenced its principal operations. The Company is seeking to raise up to $35,010,000 of capital in this Offering by selling Shares to Investors. To provide additional liquidity – meaning cash – we might borrow money from banks or other lenders, secured by the assets of the Company.

We expect to use most of the capital we raise in the Offering to pay ordinary course operating expenses, as described in the “Use Of Proceeds” section on page 35. Should we need more capital for any reason, we could either sell more Shares or sell other classes of securities. In selling Shares or other securities, we might be constrained by the securities laws. For example, no more than $50,000,000 of securities may be sold by an issuer and its selling security-holders using Regulation A during any period of 12 months.

Plan of Operation

Having raised capital in the Offering, the Company will operate in the manner described in the “Our Company and Business” section starting on page 11.

We believe the proceeds of the Offering will satisfy our current cash requirements. Although we might decide to raise more capital, we know of no reason why we would need to do so in the next twelve (12) months.

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DIRECTORS, OFFICERS, AND SIGNIFICANT EMPLOYEES

Directors, Officers, and Significant Employees of the Company

Name	Position	Age	Term of Office	Approximate Hours Per Week If Not Full Time
Executive Officers
Darrell Hubbard	Founder and member of Board of Observers	49	Mr. Hubbard will remain in office until he resigns or is removed. His term started on January 1, 2016.	40
Emanuel Harrington	Interim Chief Executive Officer and Chief Technology Officer	45	Mr. Harrington will remain in office until he resigns or is removed. His term started on August 1, 2015.	20
Roger Edwards, Jr.	Secretary and Treasurer	50	Mr. Edwards will remain in office until he resigns or is removed. His term started on February 1, 2016.	10
Dr. Sandy E. Green	Member of Board of Observers	48	Mr. Green will remain in office until he resigns or is removed. His term started January 1, 2016.	20
Craig Keys	Member of Board of Observers	50	Mr. Keys will remain in office until he resigns or is removed. His term started on January 1, 2016.	20
Board of Directors
Emanuel Harrington	Director	45	Mr. Harrington will remain in office until he resigns or is removed. His term started on January 1, 2016.
Jeroen Hormes	Director	33	Mr. Hormes will remain in office until he resigns or is removed. His term started on January 1, 2016.
Valerie Maat	Director	52	Mrs. Maat will remain in office until she resigns or is removed. Her term started on January 1, 2016.

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Directors, Officers, and Significant Employees of Yobi Ventures, LLC

Name	Position	Age	Term of Office	Approximate Hours Per Week If Not Full Time
Executive Officers
Jeroen Hormes	President and Chief Executive Officer	33	Mr. Hormes will remain in office until he resigns or is removed. His term started on February 1, 2016.	20
Miles Maat	Chief Financial Officer	53	Mr. Maat will remain in office until he resigns or is removed. His term started on February 1, 2016.	20
Valerie Maat	Chief Compliance Officer	52	Mrs. Maat will remain in office until she resigns or is removed. Her term started on February 1, 2016.	20

Karen Hayes

Chief Operating

Officer

Ms. Hayes will remain in office until she resigns or is removed. Her term started on February 1, 2016

Family Relationships

Our executive officers Darrell Hubbard, Emanuel Harrington, and Valerie Maat are brothers and sisters.

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Ownership of Related Entities

Vertron Corporation (“Vertron”) is a Delaware corporation founded by our founder, Darrell Hubbard. All of the stock of Vertron is owned by Darrell Hubbard.

Jeroen Hormes, the President and CEO of Vertron, is a member of our Board of Directors and the President and CEO of our subsidiary, Yobi Ventures, LLC.

The Company has entered into three important contracts with Vertron: a Software License Agreement, a Software Services Agreement, and a Patent License Agreement. These contracts are described in the “Vertron and the Vertron Contracts” section starting on page 37.

Business Experience

Darrell Hubbard, Founder and Member of Board of Observers

Darrell Hubbard is our founder and has served as the President and Chief Executive Officer from our inception in April 2015 through January 2016.

From April 2002 to the present, Darrell has served as the Chief Innovation Officer of Vertron Corporation, a boutique management and IT consulting firm based in Beverly Hills, CA, which he founded. Vertron’s clients have included Fannie Mae, Warner Bros., Sony Pictures, Dell Computers, Hewlett Packard, Computer Science Corporation (CSC), Oracle, Toyota (SCION), McKesson, Philip Healthcare, Amgen, and several venture-backed technology start-ups.

From 1993 through 1998, Darrell reported to the AT&T Financial Officers Executive Board, leading over $160 million in information technology initiatives. From 1988 to 1991 Darrell served as Chief Architect, AT&T Bell Laboratories; USA Expert, American National Standards Institute (ANSI); and Chairperson, International Standards Organization (ISO).

Darrell entered college at age 16, completed his B.S. in Computer Science by age 18 from North Carolina Wesleyan College, and received a Masters in Computer Science at age 19 from North Carolina State University.

Darrell also holds an MBA in General Management from Harvard Business School.

Craig Keys, Member of Board of Observers

Craig Keys is the Associate Vice President of Civic Engagement at the University of Southern California. Craig is also a lecturer at the USC Gould School of Law, where he oversees the School’s Housing Law Clinic. In addition to teaching courses in civic engagement, government, urban planning and environmental law, Craig’s public policy experience includes roles as Senior Redevelopment Manager for the City of Thousand Oaks Community Development Department, Legislative Policy Manager for the City of Los Angeles’ Community Redevelopment Agency, and Business Development Director for the City of Los Angeles.

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Roger Edwards Jr., Secretary and Treasurer

Roger started his career as an electrical engineer for GTE Government Systems before transitioning into technical communications. He has over 24 years of experience developing technical documentation, web content, and online help for several Fortune 500 companies—spanning multiple industries, including Mobile Telecommunications, IT and Smart Grid.

Roger is currently employed at Sensus USA, where he is the Lead Writer on their Advanced Metering Infrastructure (AMI) system deployment for the UK’s “Smart Metering” initiative. In addition, he serves as the Professional Editor for the Alliance for Wireless Power (A4WP). Prior to this role, Roger served as the Professional Editor for the cellular CDMA Interoperability Specifications—developed by the Third Generation Partnership Project 2 (3GPP2) of the Telecommunications Industry Association.

Dr. Sandy E. Green, Jr., Member of Board of Observers

Dr. Sandy E. Green, Jr. is a member of the Financial Industry Regulatory Authority (FINRA) and serves as our Chief Investment Advisor.

Dr. Green is the founder and General Partner of Rhetorical Capital Fund and a Managing Member of Rhetorical Capital Management. During his distinguished career, Dr. Green has published many articles and cases and has received numerous award and grants. Dr. Green is currently developing a new area of research that combines the fields of rhetoric and finance.

Dr. Green also serves as an Associate Professor of Management at the California State University at Northridge Nazarian College of Business, where he teaches Strategic Management and Decision Making. Prior to this appointment, Dr. Green was an Associate Professor of Management at the University of Southern California’s Marshall School Business, where he taught Strategic Management and the Rhetoric of Investment and Valuation Course.

Dr. Green holds a B.A. in Economics and Rhetoric from the University of California, Berkeley, a M.A. in Sociology, and a Ph.D. in Business Administration and Management from Harvard University.

Emanuel Harrington, Interim Chief Executive Officer and Chief Technology Officer

Emanuel Harrington has over 20 years of experience in Research & Development, Engineering, Product Development, Project Management, and Strategic Planning. From 1996 through the present, Emanuel has worked for Hughes Network Systems in various engineering and management capacities. He currently serves as the Senior Technical Director of Broadcast Products.

Mr. Harrington holds a B.S. in Electrical Engineering and a M.S. in Electrical Engineering, both from North Carolina State University.

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Jeroen Hormes, President & CEO, Yobi Ventures, LLC

Jeroen currently serves and the Interim President and CEO of Yobi Ventures, and is responsible for the overall launch, growth, and business development of Yobi Ventures into a viable Title III Funding Portal. Since 2010, Mr. Hormes has served as President and CEO of Vertron Corporation, the lead investor in Yobi Capital Fund Corporation. Vertron is a boutique management and information technology consulting firm and an incubator firm for promising high-tech start-ups.

Jeroen holds a B.A. in Econometrics and a M.Sc. in Quantitative Finance from Tilburg University, and an MBA from the University of Utah.

Miles Maat, CFO, Yobi Ventures, LLC

Since 2010, Mr. Maat has been the Finance Manager of Leigh Motor Company. As finance manager, Mr. Maat is chartered to maximize return on investment while minimizing risk, and while also ensuring that an adequate control structure is in place over the transfer and investment of funds. He engages in financial analysis in such areas as forecasting, budgeting, engaging in cost reduction analysis, and reviewing operational performance.

Valerie Maat, Chief Compliance Officer, Yobi Ventures, LLC

Valerie Maat has over 20 years of leadership experience in governance, compliance, and program management within both public and private sectors. From 2008 to present, she has worked for the State of North Carolina Office of the CIO, as a Project Manager Advisor.

Mrs. Maat holds a B.A. in Computer Science from East Carolina University and a M.S. in Project Management from Boston University. She also holds the following certifications:

Certified Governance of Information Technology (CGEIT).

Certified Information Systems Auditor (CISA).

Certified Local Government Chief Information Officer – UNC Chapel Hill

Certified Project Management Professional (PMP). Project Management Institute. PMI.

Six Sigma Black Belt Certification Training. NC State University, Raleigh NC

Karen Hayes, Chief Operating Officer, Yobi Ventures, LLC

Since 2013, Ms. Hayes has held property management and operational management positions with the Goldsboro Housing Authority, where she is currently responsible for managing over one thousand housing units. Karen has proven experience leading large and complex projects from both a financial and operational perspective.

Karen holds a Bachelor of Arts in Psychology from East Carolina University, and a Masters in Arts in Human Development from Pacific Oaks College.

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Legal Proceedings

Within the last five years, no Executive Officer or Director of the Company has been convicted of, or pleaded guilty or no contest to, any criminal matter, excluding traffic violations and other minor offenses.

Within the last five years, no Executive Officer or Director of the Company, no partnership of which an Executive Officer or Significant Employee was a general partner, and no corporation or other business association of which an Executive Officer or Director was an executive officer, has been a debtor in bankruptcy or any similar proceedings.

Page | 45

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Because the Company is a startup with no operating history, there is no history of compensation payments to Directors or Executive Officers.

If the Offering is fully subscribed, meaning we raise the full $35,010,000 we are seeking, the base annual salaries of our executive team will be as follows:

Yobi Fund
Position	Base Annual Salary
Chief Executive Officer	$180,000
Treasurer and Chief Financial Officer	$150,000
Chief Technology Officer	$150,000
Secretary	$110,000

Yobi Ventures
Position	Base Annual Salary
Chief Executive Officer	$120,000
CFO, Yobi Ventures, LLC	$110,000
Chief Operating Officer	$ 75,000
Chief Compliance Officer	$ 90,000

To the extent that we create additional operating subsidiaries as discussed “Our Subsidiaries” on page 18, we expect to pay the Chief Executive Officer of such subsidiary an annual base salary of $120,000.

Where appropriate, we may also pay bonuses to officers and employees based on performance. For example, we might pay a Director of Sales a bonuses based on the number of issuers or investors signed up with the Platform. We will not pay any bonuses based on the amount of capital raised in an offering.

In addition to cash compensation, we have reserved 4,000,000 shares of common stock for issuance pursuant to an equity compensation program that we intend to develop and put into place in the immediate term. Pursuant to this plan, we expect to offer our Board members, executive team, and employees an option to purchase from 2,500 up to 300,000 additional shares of common stock, depending on each individual’s role. We might offer “incentive stock options” pursuant to section 422(b) of the Internal Revenue Code, non-qualified options, or both, in the discretion of the Board of Directors.

Some or all of these options may depend on achievement of certain metrics and/or a continuation of employment for a specified time (i.e., a “vesting period”). The exercise price of each option will be the fair market value of shares of common stock at the time the option is granted. For example, an option granted during the Offering would have an exercise price equal to the price being charged to Investors.

Page | 46

SECURITY OWNERSHIP OF MANAGEMENT

The Company has outstanding only one class of stock, its voting common stock - the same class of stock that Investors will purchase in this Offering.

Darrell Hubbard currently owns 35,000,000 shares of voting common stock, Vertron Corporation (of which Darrell Hubbard is the sole stockholder) owns another 6,500,000 shares, and Emanuel Harrington owns 222,222 shares.

In this Offering, the Company and Vertron are offering to sell up to 12,247,242.26 shares of voting common stock to Investors (with Vertron selling up to 1,991,607.86 of those Shares). Thus, if all of those shares are purchased by Investors, the Company’s voting common stock will be owned in these proportions:

Stockholder	Number of Shares	Percentage
Darrell Hubbard	35,000,000	67.34%
Vertron Corporation (Owned by Darrell Hubbard)	4,508,392.14	8.67%
Emanuel Harrington	222,222	0.43%
Investors	12,247,242.26	23.56%

Stockholder	Number of Shares	Percentage
Darrell Hubbard	35,000,000	62.52%
Vertron Corporation (Owned by Darrell Hubbard)	4,508,392.14	8.05%
Emanuel Harrington	222,222	0.40%
Investors	12,247,242.26	21.88%
Board Members, Etc.	4,000,000	7.15%

NOTE: Because Darrell Hubbard controls Vertron, he effectively controls 39,508,393 Shares, which would represent approximately 76.01% of the Shares issued and outstanding if all the Shares being offering in the Offering are sold, and 70.57% if all the Shares being offering in the Offering are sold and all 4,000,000 Shares are issued for the benefit of Board members, the executive team, and employees.

Page | 47

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

As discussed in the “Vertron and the Vertron Contracts” section starting on page 37, the Company is party to three contracts with Vertron Corporation, a corporation wholly-owned by Darrell Hubbard, the founder of the Company.

Otherwise, the Company is not a party to any contracts or transactions with related parties.

Page | 48

FINANCIAL STATEMENTS

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheet as of June 30, 2015	F-2

Consolidated Statement of Operations from April 9, 2015 (Inception) through June 30, 2015	F-3

Consolidated Statement of Stockholders’ Equity from April 9, 2015 (Inception) through June 30, 2015	F-4

Consolidated Statement of Cash Flows from April 9, 2015 (Inception) through June 30, 2015	F-5

Notes to Consolidated Financial Statements	F-6 - 9

Page | 49

Audit • Tax • Consulting • Financial Advisory

Registered with Public Company Accounting Oversight Board (PCAOB)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Yobi Capital Fund Corporation and Subsidiary:

We have audited the accompanying consolidated balance sheet of Yobi Capital Fund Corporation and Subsidiary (the “Company”) as of June 30, 2015, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the period from April 9, 2015 (inception) through June 30, 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Yobi Capital Fund Corporation and Subsidiary as of June 30, 2015 and the results of their operations and their cash flows for the period from April 9, 2015 (inception) through June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 of the consolidated financial statements, the Company has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations, and incurs operating expenses and working capital deficits. The Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

KCCW Accountancy Corp. Diamond Bar, California

December 7, 2015

KCCW Accountancy Corp.

22632 Golden Springs Dr. #230, Diamond Bar, CA 91765, USA

Tel: +1 909 348 7228 • Fax: +1 626 529 1580 • info@kccwcpa.com

F-1

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET

	June 30,
	2015
Assets
Current Assets
Cash and cash equivalents	$	26,750

Total assets	$	26,750

Liabilities and Stockholders' Equity
Current Liabilities
Accrued expenses	$	8,910
Due to related parties		36,116

Total liabilities		45,026

Stockholders' Equity
Preferred Stock, $.0001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2015		-
Common Stock, $.0001 par value, 100,000,000 shares authorized, 24,000,000 shares issued and outstanding as of June 30, 2015		4,150
Subscription receivable		(650	)
Accumulated deficit		(21,776	)
Total stockholders' deficit		(18,276	)

Total liabilities and stockholders' equity	$	26,750

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

F-2

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS

	From April 9, 2015
	(Inception)
	through June 30 2015,

Net revenue	$	-
Cost of revenue		-
Gross profit		-

Selling expenses		-
General and administrative expenses		(21,776	)
Total operating expenses		(21,776	)

Net loss before income taxes		(21,776	)
Income taxes		-
Net loss	$	(21,776	)

Loss per share - basic and diluted	$	-
Weighted average shares outstanding, basic and diluted		20,641,667

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

F-3

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

											Total
	Common Stock				Subscription			Accumulated			Stockholders'
	Shares		Amount		Receivable			Deficit			Equity

Balance at April 9, 2015 (inception)		-	$	-	$	-		$	-		$	-
Issurance of founder's shares at $0.0001 per share for cash, May 1, 2015		35,000,000		3,500		-			-			3,500
Issuance of stock for assets transferred from founder		6,500,000		650		(650	)		-			-
Net loss for the period ended June 30, 2015		-		-		-			(21,776	)		(21,776	)
Balance at June 30, 2015		41,500,000	$	4,150	$	(650	)	$	(21,776	)	$	(18,276	)

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

F-4

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS

	From April 9, 2015 (Inception)
	through June 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(21,776	)
Changes in operating assets and liabilities:
Accrued expenses		8,910
Net cash used in operating activities		(12,866	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from related parties		36,116
Proceeds from capital contributions		3,500
Net cash provided by financing activities		39,616


NET INCREASE IN CASH & CASH EQUIVALENTS		26,750

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		-
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	26,750

SUPPLEMENTAL DISCLOSURES:
Income tax paid	$	-
Interest paid	$	-

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

F-5

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: NATURE OF OPERATIONS

Yobi Captial Fund Corporation (“Yobi Fund”) was incorporated in Delaware on April 9, 2015. Yobi Fund operates as an online Funding and Lending Portal legislated by the new Jumpstart Our Business Startups Act (“JOBS Act”). The Funding Portal facilitates investment capital fund raising for start-ups; and the Lending Portal originates loan and lease financing for both consumers and businesses. Yobi Fund provides both investment and financing services to entrepreneurs, investors, and borrowers reliant upon Title II, Title III, and Title IV of the JOBS Act. Darrell Hubbard is the sole director and controlling beneficiary shareholder of Yobi Fund.

Yobi Homes, LLC (“Yobi Homes”) was established in Delaware on April 8, 2015, a wholly-owned subsidiary of Yobi Fund. For the period ended June 30, 2015, Yobi Fund and Yobi Homes (collectively, the “Company”) had not generated revenues from business operations.

The Company’s fiscal year ends on June 30th.

NOTE 2: GOING CONCERN

The Company’s audited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had net loss of $21,776 for the initial fiscal year ended June 30, 2015, and working capital deficit of $18,276 and accumulated deficits of $21,776 as of June 30, 2015. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s Plan to Continue as a Going Concern

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s services, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party(ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.

NOTE 3: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Use of estimates and assumptions:

The preparation of the consolidated 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

F-6

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents:

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with original maturities of three months or less, when purchased, to be cash and cash equivalents. As of June 30, 2015, the Company has uninsured deposits in banks of $0.

Long-lived assets:

The Company applies the provisions of FASB ASC Topic 360 (ASC 360), “Property, Plant, and Equipment” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, at least on an annual basis. ASC 360 requires the impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

Intangible assets:

Intangible assets mainly consist of software and patents (see Note 5). At least annually, the Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Estimating future cash flows related to an intangible asset involves significant estimates and assumptions. If the Company’s assumptions are not correct, there could be an impairment loss or, in the case of a change in the estimated useful life of the asset, a change in amortization expense. There was no impairment of intangible assets as of and for the fiscal year ended June 30, 2015.

Recent accounting pronouncements:

In April 2015, FASB issued ASU 2015-05 – Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The amendments in this Update will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. The amendments in this Update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. In addition, the guidance in this Update supersedes paragraph 350-40-25-16. Consequently, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. For public entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, the amendments will be effective for the annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 15, 2016. Early adoption is permitted for all entities. The Company is still in progress of evaluating future impact of adopting this standard.

In February 18, 2015, FASB issued ASU 2015-02—Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

F-7

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

When substantial doubt is raised but is not alleviated by management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued), and disclose the following information: (a) Principal conditions or events that raise substantial doubt; (b) Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; (c) Management’s plans that are intended to mitigate the conditions or events that raise the substantial doubt.

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is still in progress of evaluating future impact of adopting this standard.

In June 2014, FASB issued ASU No. 2014-10, Elimination of Development Stage Entity Requirements. This ASU eliminates the concept of Development Stage Entities (DSE’s) from U.S. GAAP and is intended to result in cost-savings for certain entities, such as start-ups or research and development entities. As a result of these changes, the financial statements of developing entities no longer need to meet the inception-to-date income, cash flow and equity information; the requirement to label financial statements as those of a developing company was eliminated; and certain disclosures related to the nature of the entities development stage activities were eliminated. The Company adopted ASU 2014-10 during the period ended June 30, 2015.

In January 2014, the FASB issued ASU 2014-02, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill. The amendments in this Update allow an accounting alternative for the subsequent measurement of goodwill. An entity within the scope of the amendments that elects the accounting alternative in this Update should amortize goodwill on a straight-line basis over 10 years, or less than 10 years if the entity demonstrates that another useful life is more appropriate. An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level. Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or a reporting unit) may be below its carrying amount. The disclosures required under this alternative are similar to existing U.S. generally accepted accounting principles (GAAP). However, an entity that elects the accounting alternative is not required to present changes in goodwill in a tabular reconciliation. The accounting alternative, if elected, should be applied prospectively to goodwill existing as of the beginning of the period of adoption and new goodwill recognized in annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. Early application is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

NOTE 4: ACCRUED EXPENSES

The Company had accrued expenses of $8,910 as of June 30, 2015, represented accrued professional legal fees, as of June 30, 2015.

F-8

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5: STOCKHOLDERS’ EQUITY

The Company is authorized to issue a total of 100,000,000 shares of common stock, par value $0.0001 per share and 20,000,000 shares of preferred stock, par value of $0.0001 per share.

On May 1, 2015, the Company issued 35,000,000 common shares to Mr. Darrell Hubbard, the founder, sole director, and controlling beneficiary shareholder of the Company, for cash in the amount of $3,500, or $0.0001 per share.

On June 1, 2015, the Company issued 6,500,000 common shares to Vertron Corporation in exchange for its software license, patent license, and one year of software technology support for an agreed-upon value at $1,000,000, $200,000, and $1,400,000, respectively. Mr. Darrell Hubbard, the founder, sole director, and controlling beneficiary shareholder of the Company, is also the founder, former director and former legal representative of Vertron Corporation. According to SAB Topic 5G, transfers of nonmonetary assets for stock or other consideration of the registrant prior to an initial public offering are recorded at predecessor cost as determined in accordance with GAAP. The original costs of these intangible assets transferred were zero. Therefore, the balance of intangible assets was zero as of June 30, 2015. The Company recorded $650 of unpaid “Subscription receivable” for the shares issued.

NOTE 6: RELATED PARTY TRANSACTIONS

In June, 2015, the Company borrowed $25,000 from Ms. Christine Hubbard, mother of Mr. Darrell Hubbard, via a written Loan Agreement, which is unsecured, bears 2% interest per annum, and due on demand. As of June 30, 2015, the balance of $25,000 remained unpaid. This related party loan was repaid in full amount on August 31, 2015 with interest charge waived.

For the fiscal year ended June 30, 2015, Mr. Darrell Hubbard funded the Company an aggregate amount of $11,116 for various payment of the Company’s operations via a written Loan Agreement, which is unsecured, bears 2% interest per annum, and due on demand. As of June 30, 2015, the balance of $11,116 remained unpaid. This related party loan was repaid in full amount on August 31, 2015 with interest charge waived.

NOTE 7: SUBSEQUENT EVENT

Management has evaluated subsequent events through December 7, 2015, the date which the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of June 30, 2015 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events,” except as follows:

In August, 2015 and November, 2015, the Company received an aggregate amount of $100,000 from Mr. Emanuel Harrington, brother of Mr. Darrell Hubbard, in exchange for 222,222 shares for the proceeds received, or $0.45 per share. The Company issued 222,222 shares to Mr. Emanuel Harrington on September 15, 2015.

F-9

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Consolidated Balance Sheets as of March 31, 2016 and June 30, 2015	F-1

Consolidated Statement of Operations for the nine and three months ended March 31, 2016	F-2

Consolidated Statement of Cash Flows for the nine months ended March 31, 2016	F-3

Notes to Consolidated Financial Statements	F-4 - 7

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,			June 30,
	2016			2015
Assets	(Unaudited)
Current Assets
Cash and cash equivalents	$	26,672		$	26,750
Due from related party		1,580			-

Total assets	$	28,252		$	26,750

Liabilities and Stockholders' Equity
Current Liabilities
Accrued expenses	$	61,009		$	8,910
Due to related parties		-			36,116

Total liabilities		61,009			45,026

Stockholders' Equity

Preferred Stock, $.0001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2015		-			-
Common Stock, $.0001 par value, 100,000,000 shares authorized, 41,722,222 and 41,500,000 shares issued and outstanding as of March 31, 2016 and June 30, 2015, respecitvely		4,172			4,150
Additional paid-in capital		99,978			-
Subscription receivable		(650	)		(650	)
Accumulated deficit		(136,257	)		(21,776	)
Total stockholders' deficit		(32,757	)		(18,276	)

Total liabilities and stockholders' equity	$	28,252		$	26,750

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

F-1

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended			For The Nine Months Ended
	March 31, 2016			March 31, 2016

Net revenue	$	-		$	-
Cost of revenue		-			-
Gross profit		-			-

Marketing expenses		(5,000	)		(7,297	)
Professional legal expenses		(43,459	)		(82,098	)
Other general and administrative expenses		(8,594	)		(25,086	)
Total operating expenses		(57,053	)		(114,481	)

Net loss before income taxes		(57,053	)		(114,481	)
Income taxes		-			-
Net loss	$	(57,053	)	$	(114,481	)

Loss per share - basic and diluted	$	-		$	-
Weighted average shares outstanding, basic and diluted		41,722,222			41,660,000

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

F-2

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	For The Nine Months Ended
	March 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(114,481	)
Accrued expenses		52,099
Net cash used in operating activities		(62,382	)

CASH FLOWS FROM INVESTING ACTIVITIES
Advance to related party		(1,580	)
Net cash used in investing activities		(1,580	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loans from related parties		(36,116	)
Proceeds from capital contributions		100,000
Net cash provided by financing activities		63,884

NET INCREASE IN CASH & CASH EQUIVALENTS		(78	)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		26,750
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	26,672

SUPPLEMENTAL DISCLOSURES:
Income tax paid	$	-
Interest paid	$	-

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

F-3

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1: NATURE OF OPERATIONS

Yobi Homes, LLC (“Yobi Homes”), established in Delaware on April 8, 2015, a wholly-owned subsidiary of Yobi Fund, will operate as residential real estate investment fund. Yobi Ventures LLC (“Yobi Ventures”), incorporated on February 1, 2016, a wholly-owned subsidiary of Yobi Fund, will operate as a Title III “Crowdfunding” Funding Portal as defined by the JOBS ACT. Yobi Investments LLC (“Yobi Investments”), incorporated on February 24, 2016, a wholly-owned subsidiary of Yobi Fund, will operate as an investment adviser to identify noteworthy early-stage start-ups for originating equity investment transactions on the YobiFund.com funding portal. Yobi Finance LLC (“Yobi Finance”), incorporated on October 5, 2015, a wholly-owned subsidiary of Yobi Fund, will originate peer-to-peer consuming lending transactions on the YobiFund.com funding portal.

On February 22, 2016, Yobi Ventures and Yobi Fund entered into a Platform License Agreement. Yobi Ventures is a licensed funding portal under section 4A(a)(1) of the Securities Act of 1933 (the “Act”) and Yobi Fund operates an internet website located at www.YobiFund.com (the “Platform”). Under the Platform License Agreement, Yobi Ventures will use the Platform to offer securities under section 4(a)(6) of the Act (the “Offerings”). As such, Yobi Fund will license its funding portal platform to Yobi Ventures to list and to support their Offerings.

From inception to March 31, 2016, Yobi Fund, Yobi Homes, Yobi Ventures, Yobi Investments, and Yobi Finance (collectively, the “Company”) had not generated revenues from business operations.

The Company’s fiscal year ends on June 30th.

NOTE 2: GOING CONCERN

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had net loss of $114,481 and $57,053 for the nine and three months ended March 31, 2016, respectively. In addition, the Company had working capital deficit of $32,757 and $18,276, and accumulated deficits of $136,257 and $21,776 as of March 31, 2016 and June 30, 2015, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s Plan to Continue as a Going Concern

F-4

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.

Use of estimates and assumptions:

Cash and cash equivalents:

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with original maturities of three months or less, when purchased, to be cash and cash equivalents. As of March 31, 2016 and June 30, 2015, the Company has uninsured deposits in banks of both $0.

Long-lived assets:

Intangible assets:

Intangible assets mainly consist of software and patents (see Note 5). At least annually, the Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Estimating future cash flows related to an intangible asset involves significant estimates and assumptions. If the Company’s assumptions are not correct, there could be an impairment loss or, in the case of a change in the estimated useful life of the asset, a change in amortization expense. Management assessed and recorded no impairment of intangible assets as of and for the periods ended March 31, 2016 and June 30, 2015, respectively.

F-5

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Recent accounting pronouncements:

In August 2014, FASB issued ASU 2014-15 – Presentation of Financial Statements – Going Concern (Subtopic 205-40). The amendments in this Update states the disclosure of uncertainties about an entity’s ability to continue as a going concern. An entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). When management identifies conditions or events that raise substantial doubt, management should consider whether its plans will alleviate the substantial doubt. When substantial doubt is raised but is alleviated by management’s plans, the entity should disclose following information: (a) Principal conditions or events that raised substantial doubt (before consideration of management’s plans); (b) Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; (c) Management’s plans that alleviated the substantial doubt. When substantial doubt is raised but is not alleviated by management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued), and disclose the following information: (a) Principal conditions or events that raise substantial doubt; (b) Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; (c) Management’s plans that are intended to mitigate the conditions or events that raise the substantial doubt. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is still in progress of evaluating future impact of adopting this standard.

NOTE 4: ACCRUED EXPENSES

The Company has accrued professional legal fees of $61,009 and $8,910 as of March 31, 2016 and June 30, 2015, respectively.

F-6

YOBI CAPITAL FUND CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5: STOCKHOLDERS’ EQUITY

The Company is authorized to issue a total of 100,000,000 shares of common stock, par value $0.0001 per share and 20,000,000 shares of preferred stock, par value of $0.0001 per share.

NOTE 6: RELATED PARTY TRANSACTIONS

As of March 31, 2016, the Company had $1,580 due from Mr. Darrell Hubbard. Such loan is unsecured, bears no interest, and is due on demand.

NOTE 7: SUBSEQUENT EVENT

Management has evaluated subsequent events through June 14, 2016, the date which the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2016 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

F-7

GLOSSARY OF DEFINED TERMS

Company	Yobi Capital Fund Corporation
Offering	The offering of Shares to the public, pursuant to this Offering Statement
Offering Statement	The Offering Statement you are reading right now, which includes information about the Company and the Offering
Platform	The Internet crowdfunding investment platform available at the Site
Shares	Shares of the Company’s fully paid and non-assessable voting common stock, par value $.0001 per share
SEC	U.S. Securities and Exchange Commission
Site	The Internet site located at www.YobiFund.com
Unit	A $100.00 investment unit of Shares
Vertron	Vertron Corporation
Yobi Ventures	Yobi Ventures, LLC

Page | 50

FORM 1-A

Regulation A Offering Statement

Part III – Exhibits

Amendment No. 1

Yobi Capital Fund Corporation

45 Rockefeller Plaza, Suite 2000

New York, New York 10111

(646) 915-1750

www.YobiFund.com

The following Exhibits are filed as part of this Offering Statement:

Exhibit 1A-2A	Amended and Restated Certificate of Formation.*

Exhibit 1A-2B	Amended and Restated Bylaws.

Exhibit 1A-6A	Software License Agreement – The agreement captioned “Software License Agreement” between the Company and Vertron Corporation dated June 1, 2015.

Exhibit 1A-6B	Software Services Agreement – The agreement captioned “Software Services Agreement” between the Company and Vertron Corporation dated June 1, 2015.

Exhibit 1A-6C	Patent License Agreement – The agreement captioned “Patent License Agreement” between the Company and Vertron Corporation dated June 1, 2015.*

Exhibit 1A-6D	Platform License Agreement between the Company and Yobi Ventures, LLC.

Page | 51

Exhibit 1A-6E	Investment Agreement.*

Exhibit 1A-11	Consent of Independent Auditor.*

Exhibit 1A-12	Legal opinion of Flaster/Greenberg P.C.*

Exhibit 1A-13	Materials from issuer’s website.

Exhibit 1A-15A	Summary of JOBS Act rules.*

Exhibit 1A-15B	Limited Liability Company Agreement of Yobi Ventures, LLC.

Exhibit 1A-15C	Draft Offering Statement dated February 23, 2016 submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T).

* Filed previously.

Page | 52

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 24, 2016.

	YOBI CAPITAL FUND CORPORATION


	By	/s/ Emanuel Harrington
		Emanuel Harrington, CEO

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

/s/
Title: Director
Date:


/s/
Title: Director
Date:


/s/
Title: Director
Date:

Page | 53

TABLE OF CONTENTS		i

A WARNING ABOUT FORWARD-LOOKING STATEMENTS		1

RISKS OF INVESTING		2

	We are a Development-Stage Company	2

	Our Auditor Has Raised Questions About our Ability To Survive as a Going Concern	2

	Brand New Business Model	2

	Inability to Attract Investors	3

	Skepticism of Investors and Entrenched Consumer Behavior	3

	Inability to Attract Sponsors	3

	Risk of Poor Results for Investors	3

	Competition from Other Sites	3

	Competition from Institutions	3

	Our Competitors Have a Head Start	4

	Pricing	4

	Scalability	4

	Our Patents Might be Invalid or Unenforceable	4

	Intellectual Property Infringement	4

	Information Supplied By Applicants Might be False	4

	Losses from Investments	4

	Ability to Attract and Retain Key Personnel	4

	Disruption of our Technology Platform	5

	Investors Won’t Have Voting Control	5

	Reliance on Management	5

	We Are Not Subject To the Corporate Governance Requirements that Apply to Companies Listed On a National Exchange	5

	Breaches of Security	5

	Changes to Crowdfunding Laws	5

	Changes to Legal Interpretations	6

	Changes to Definition of Accredited Investor	6

	Regulation of Funding Portals	6

	Possible Registration as Investment Company, Investment Advisor, or Broker-Dealer	6

	Uncertainty of Laws	6

	Lawsuits from Unhappy Investors	6

	Failure of Offering to Comply with Securities Laws	7

	We Rely On Third Parties	7

	Arbitrary Pricing	7

	Anticipated Operating Losses	7

	We Might Not Raise All $35,010,000	7

	We Might Need More Capital	7

	Dilution	7

	Risks Associated with Leverage	7

	Our Success Might Depend on Our Ability to Develop New Products, Features, and Services	8

	Changes In Economic Conditions Could Hurt Our Business	8

	The Shares Are Illiquid	8

	We Do Not Intend to Pay Dividends for the Foreseeable Future	8

	Conflicts of Interest	8

	Limitations On Rights In Investment Agreement	9

	Uninsured Losses	9

	The Liability of Management is Limited	9

	The Termination of Our Agreements with Vertron Corporation Could Harm Our Business	9

OUR COMPANY AND BUSINESS		11

	Overview: The JOBS Act	11

	A Note About the Word “Crowdfunding”	12

	A Note About “JOBS Act Market” and “JOBS Act Company”	12

	The Private Placement Market Generally	12

	The Platform	13

	Our Patent Applications	14

	How We Screen Investments for Our Platform	15

	Our Title III Funding Portal	16

	Investment Advisory Services	16

	Our Revenue and Expenses	17

	Our Subsidiaries	18

Milestone	Anticipated
Begin Public Relations and Marketing Campaigns	August 2016
Start Accepting Start-up Funding Applications	August 2016
Start Accepting Real Estate Funding Applications	August 2016
Start Build-Out of Corporate Funding Portal Team	September 2016
Start Build-Out of Yobi Ventures Management Team	September 2016
Start Build out of Real Estate Management Team	September 2016
Launch Funding Portal for Start-ups Ventures	January 2017
Launch Funding Portal for Real Estate Ventures	January 2017
Launch Funding Portal for Consumer Lending	May 2017
Complete Acquisition of National Broker-Dealer Firm	May 2017
Start Build-Out of Public Markets Compliance Team	May 2017
Complete Acquisitions of Private Placement Firms	August 2017

By:		Dated:
	Jeroen Hormes President



LICENSEE YOBI CAPITAL FUND CORPORATION



By:		Dated:
	Darrell Hubbard President

IT SUPPORT ROLE	Annual Rate	Units	TOTAL RATE
Project Manager	$100,000	1	$100,000
DBA	$125,000	1	$125,000
Business Analysts	$100,000	2	$200,000
Systems Analyst	$125,000	1	$125,000
Solutions Architect	$150,000	1	$150,000
Information Architect	$150,000	1	$150,000
Presentation Architect	$100,000	1	$100,000
Developers	$150,000	2	$300,000
Testing / QA	$75,000	2	$150,000

TOTAL ANNUALIZED SERVICES			$1,400,000

	Our Competition	20

	Acquisitions	21

	Current Status of Our Business - Timelines	22

	Factors Likely to Impact the Company’s Performance	22

	Offices and Employees	23

	Significant Legal Issues Affecting Our Business	23

SECURITIES BEING OFFERED		25

	In General	25

	Dividends	26

	Voting Rights	26

	Rights Upon Liquidation	26

	Other Rights	27

LIMIT ON AMOUNT A NON-ACCREDITED INVESTOR CAN INVEST		28

SALE AND DISTRIBUTION OF SECURITIES		30

	Term of Offering	30

	Size of Offering	30

	Investment Units	30

	Increase in Price Per Share	30

	No Minimum Offering Amount	30

	Manner of Distribution	30

	Advertising	31

	Sale of Shares by Vertron	31

HOW TO INVEST		32

DILUTION		33

USE OF PROCEEDS		35

LIMITATIONS OF LIABILITY		36

VERTRON AND THE VERTRON CONTRACTS		37

MANAGEMENT DISCUSSION		39

	Operating Results	39

	Liquidity and Capital Resources	39

	Plan of Operation	39

	YOBI VENTURES, LLC

		By: Yobi Capital Fund Corporation, Manager


		By


	YOBI CAPITAL FUND CORPORATION


	By

	Markley S. Roderick, Esquire Admitted in New Jersey & Pennsylvania
Direct Dial: (856) 661-2265 Email: mark.roderick@flastergreenberg.com

Our Response
We certainly believe the price structure is consistent with the provisions of Regulation A.
Rule 251(d)(3)(i)(F)
Rule 251(d)(3)(i)(F) provides in permanent part that “Continuous or delayed offerings may be made under this Regulation A, so long as the offering statement pertains only to. . . .[s]ecurities the offering of which will be commenced within two calendar days after the qualification date, will be made on a continuous basis, may continue for a period in excess of 30 calendar days from the date of initial qualification, and will be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within two years from the initial qualification date.”
The securities offered by Yobi satisfy all of those requirements:
·	The offering of these securities will commence immediately following the qualification date;
·	The offering will be made on a continuous basis;
·	The offering will continue for more than 30 calendar days from the date of qualification; and
·	The securities are being offered in an amount that the company believes will be sold within two years.
In short, nothing in Rule 251(d)(3)(i)(F) prohibits use of the proposed pricing structure.
We further note, by way of analogy, the requirements of Rule 252(f)(2)(ii), which require amendment of the offering statement after qualification “To reflect any facts or events arising after the qualification date of the offering statement (or the most recent post-qualification amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the offering statement.”

If an offering statement stated a price of $X, and the company later changed the price to $Y, that change in price would represent a “fundamental change,” in our view. However, the price mechanism in the Yobi offering is fully explained in the offering statement. Hence, changes in the price made pursuant to that mechanism are not “fundamental changes”
Rule 251(d)(3)(ii)
Rule 251(d)(3)(ii) provides “At the market offerings, by or on behalf of the issuer or otherwise, are not permitted under this Regulation A. As used in this paragraph (d)(3)(ii), the term at the market offering means an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price.”
The Yobi offering is not “an offering of equity securities into an existing trading market for outstanding shares of the same class.” There is no existing trading market for Yobi stock. Hence, it is not an “at the market offering” and Rule 251(d)(3)(ii) does not apply.
In this regard, we note that the Commission explained the basis for Rule 251(d)(3)(ii) as follows:
“Notwithstanding the suggestions of commenters regarding at the market offerings, we continue to believe that such offerings are not appropriate for Regulation A offerings, particularly at the outset of the adoption of today’s amendments to the existing rules. While it is possible that a market in Regulation A securities may develop that is capable of supporting primary and secondary at the market offerings, rather than permit such offerings at the outset, we believe that any determination as to whether the exemption would be an appropriate method for such offerings should occur in the future. Further, an offering sold at fluctuating market prices may not be appropriate within the context of an exemption that is contingent upon not exceeding a maximum offering size [emphasis added].”
Please note the following:
·	The Yobi offering is not being sold at “fluctuating market prices.” The Offering Circular describes a wholly mechanical method for calculating price, based on the amount of money raised.
·	The mechanism described in the Offering Circular makes it impossible for the offering to exceed $50 million.
Thus, this mechanism is wholly consistent with the goals of the Commission, as expressed above.

The Price Structure is Better for Investors
As set forth in the Offering Circular, the Yobi offering has no minimum. Accordingly, the first investors experience significantly more risk than the last investors. The pricing mechanism described in the Offering Circular does nothing more than reflect that economic reality. The pricing mechanism is therefore much better for investors, trying to achieve for each investor a fair risk-adjusted price at the time the investor makes his or her investment decision.
Suppose that, instead, Yobi sold all of its securities at the same price, with an aggregate offering price and sales of $50,000,000. Almost by definition, the earliest investors would have paid too much for their shares (at the time they bought them) in relation to their risk, and the later investors would have paid too little. All the pricing structure described in the Offering Circular does is avoid that inherent unfairness.
The current price will be calculated automatically at Yobi’s site and disclosed to the investor before the investor makes his or her investment decision. There is no element of uncertainty to the investor.
The Price Structure is Consistent with Regulation A
Rule 251(a)(2) defines Tier 2 offerings as “Offerings pursuant to Regulation A in which the sum of the aggregate offering price and aggregate sales does not exceed $50,000,000, including not more than $15,000,000 offering by all selling securityholders that are affiliates of the issuer.”
That is exactly what Yobi is offering. Even though the price per share changes as more securities are sold, the “aggregate offering price and aggregate sales” cannot exceed $50,000,000.
Note that Rule 251(a)(2) does not – and could not – limit the value of the company. For example, suppose a company sells all of its securities at the same price, raising $50,000,000, and immediately after the offering an appraisal determined that the securities sold in the offering had an aggregate value of $200,000,000. This would not disqualify the offering, because the dollar limitations of Rule 251(a)(2) look to the selling price of the securities, not to their value at the conclusion of the offering.
* * *
For the reasons set forth above, the pricing structure described in the Offering Circular is:
·	Consistent with Rule 251(d)(3)(i)(F);
·	Not prohibited by Rule 251(d)(3)(ii);
·	Fairer to investors; and
·	Permitted by Regulation A.