UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal ~~Year~~Years Ended November 30, 2022 and 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to __________________

Commission File Number 333-172139

BioPower Operations Corporation

(Exact name of registrant as specified in its charter)

Nevada		27-4460232
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

20801 Biscayne Blvd., Suite 403

Aventura, FL 33180

(Address of principal executive offices) (Zip Code)

Issuer’s telephone number, including area code: +1 (786) 923-0272

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 28, 2021, the last ~~business~~ day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of the Registrant’s common stock held by non-affiliates (based upon the closing stock price of $0.~~0296~~20 per share on ~~May 28~~June 16, ~~2021)~~2023 was approximately $~~768~~7,~~152~~362,910.~~20.~~ Shares of the Registrant’s common stock held by executive officers, directors or 10% stockholders have been excluded, as such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~February~~June 1716, ~~2022~~2023, there were 45,~~000~~625,000 shares of the Registrant’s common stock outstanding.

Documents incorporated by reference: None.

BioPower Operations Corporation

Form 10-K

Table of Contents

		Page	~~Page~~
PART I
Item 1.	Business	~~Business~~4	2
Item 1A.	Risk Factors	~~Risk Factors~~12	11
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~22	22
Item 2.	Properties	~~Properties~~22	22
Item 3.	Legal Proceedings	~~Legal Proceedings~~22	22
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~22	22
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~22	23
Item 6.	[Reserved]	~~[Reserved]~~24	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~24	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~25	29
Item 8.	Financial Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~26	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~26	30
Item 9A	Controls and Procedures	~~Controls and Procedures~~26	30
Item 9B.	Other Information	~~Other Information~~27	31
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~27	31
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~Directors, Executive Officers and Corporate Governance~~27	31
Item 11.	Executive Compensation	~~Executive Compensation~~31	35
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~32	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~Certain Relationships and Related Transactions, and Director Independence~~34	38
Item 14.	Principal Accountant Fees and Services	~~Principal Accountant Fees and Services~~34	39
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~Exhibits and Financial Statement Schedules~~35	40
Item 16.	Form 10-K Summary	~~Form 10-K Summary~~36	40
Signatures		37	41
Financial Statements		F-1	~~F-1~~

EXPLANATORY NOTE

NONE

FORWARD-LOOKING STATEMENTS

Statements made in this Comprehensive Annual Report that are not historical or current facts are “forward-looking statements”. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

PART I

Item 1. Business

Overview

BioPower Operations Corporation (“BCwe,” “our,” “BioPower”, or the “Company”) was incorporated in Nevada on January 5, 2011. On January 6, 2011, the shareholders of BioPower Corporation (“BC”), which was incorporated in the State of Florida on September 13, 2010. Onand re-domiciled to Nevada on January 5, 2011, wecontributed ~~re-domiciled~~their shares of BC to our Company ~~Nevada~~and BC became a wholly owned subsidiary of our Company. BC is no longer active at this time and ~~formed~~does ~~BioPower~~not ~~Operations~~have ~~Corporation~~any assets or operations. On June 11, a2021, ~~Nevada~~the ~~corporation~~Company ~~(“BioPower~~formed HYFI CORP,” ~~“we~~a Florida corporation, ~~“us~~as its wholly owned subsidiary. From 2017 until February 17,” ~~“our”~~2022, or the “Company~~”).~~ Onwas ~~January~~a 6,shell ~~2011~~company, as such term is defined in Rule 12b-2 promulgated under the ~~shareholders~~Securities Exchange Act of BC1934, ~~contributed~~as ~~their~~amended (the ~~shares~~“Exchange ofAct”). BCOn toFebruary ~~BioPower~~17, ~~Operations~~2022, ~~Corporation~~ we commenced operations and, BCaccordingly, ~~became~~we aceased ~~wholly~~to ~~owned~~be ~~subsidiary~~a ofshell ~~BioPower~~company ~~Operations~~at that ~~Corporation~~time.

~~From~~Businesses 2017 until the first quarter of the fiscal year ending November 30, 2022, the Company was a shell company, as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1924, as amended (the “Exchange Act”). During the quarter ending February 28, 2022, we commenced operations and accordingly, we ceased to be a shell company.Overview

OnWe ~~October~~have 7,reviewed ~~2021,~~the market opportunities available to us and have determined that we ~~filed~~will amake ~~certificate~~use of ~~amendment~~our tobusiness ~~our~~assets ~~amended~~by being a U.S.-based green finance and ~~restated~~renewable ~~articles~~energy incompany. ~~order~~Our target markets need to ~~change~~access ~~our~~traditional ~~corporate~~capital ~~name~~markets ~~from~~to provide funding options ~~BioPower~~– ~~Operations~~we ~~Corporation~~support tothis ~~HyFi~~through ~~Corp~~our ~~(the~~structured ~~“Name~~finance ~~Change”)~~and ESG project consultancy divisions supporting green, environmental and infrastructure related initiatives. ~~The~~Our ~~Name~~relationship ~~Change~~with isWPP ~~subject~~Energy toand ~~clearance~~its bymultinational ~~the~~distributor ~~Financial Industry~~network ~~Regulatory~~provides ~~Authority~~a ~~(“FINRA”)~~tremendous deal funnel for projects seeking capital. ~~The~~Adding ~~Company~~structured ~~has~~finance ~~been~~creates ina ~~communication~~very ~~with~~scalable, ~~FINRA~~fast ~~regarding~~moving ~~the~~new ~~Name~~business ~~Change~~unit ~~and~~capable ~~expects~~of handling dollar ~~the~~volumes ~~Name~~of ~~Change~~many billions. The digital securities platform has been repositioned to behost ~~effective~~projects inthat ~~the~~are ~~near~~not ~~future~~suited for our structured finance offering.

WeHyFi ~~have~~had ~~generated~~developed ~~minimal~~an ~~revenues~~innovative ~~from~~hybrid ~~business~~Centralized ~~operations.~~and ~~Our~~Decentralized ~~auditors~~Finance ~~have~~(“CeDeFi”) ~~issued~~blockchain atechnology ~~going~~called ~~concern~~“HyFi”. Subsequently ~~opinion~~this platform was not fully launched. ~~This~~We ~~means~~created ~~there~~“HyFi isTokens” ~~substantial~~to be acceptable as utility tokens, and different ~~doubt~~from ~~that~~common wecryptocurrencies ~~can~~like ~~continue~~Bitcoin. asThese anprojects have been placed on~~-going~~ ~~business~~hold ~~for~~given the ~~next~~current 12climate ~~months~~of ~~unless~~uncertainty wein ~~obtain~~respect of ~~additional~~the ~~capital~~regulations toof ~~pay~~utility ~~our~~tokens ~~expenses.~~specifically, ~~We must~~and ~~raise~~crypto ~~cash~~assets ~~from~~in ~~sources~~general. ~~other~~We ~~than~~are ~~revenues~~reviewing ~~generated,~~all ~~such~~options asfor ~~from~~the HyFi Tokens and the ~~proceeds~~HyFi ofplatform ~~loans~~website, ~~public~~first orlaunched ~~private~~on ~~equity~~November ~~sales~~8, 2021 and~~/or advances~~ ~~from~~available ~~related~~for ~~parties~~review but not trading at the following site: http://hyfi.exchange/.

Our new structured finance division has three funding models:

	1.	Structured Finance/Bond Market: Capital supplied by the U.S. bond market, with deal sizes typically in the range of $100 million to over $1 billion.

	2.	Structured Finance/Promissory Notes: Capital supplied by insurance and pension funds via a promissory note model, with deal sizes ranging from $10 million to $100 million or more.

	3.	Securities offerings through third party Broker Dealers: Capital supplied by accredited investors via a Regulation D, Rule 506(c) offering, with deal sizes ranging from $1 million to $100 million.

We have formed relationships with institutions and traditional wholesale capital providers established in the U.S. bond and promissory note markets. As a result, our clients can reap the benefits, as this new business unit can accept projects with capital funding requests from $10 million to several billions of dollars in value.

Note that BOPO/HyFi is not a registered Broker Dealer but will rely upon third-party services provided by Signet Capital, LLC, is a boutique investment banking and structured finance services firm with extensive structuring and distribution capabilities for debt and equities securities.

Our ESG project consultancy division reviews projects, makes recommendations on funding partners for projects, addresses any missing elements which would disqualify a project from being financed, such as absent or unsatisfactory offtake agreements, and helps source and negotiate the missing elements for clients.

Our management team’s experience in the energy and environment sectors is the foundation behind this offering. On a consultancy basis, we can source and negotiate the contracts necessary for a project funding to be successful, such as:

	●	Off-take agreements with BBB or higher rated entities, with a supporting proforma which demonstrates the ability to cover principal and interest repayment obligations; and

	●	Government or B credit rating or above for co-signing of financing contracts.

Coinciding with the launch of our structured finance and ESG project consultancy divisions, we are also pleased to announce that 12 clients are already under contract for services on over $10 billion in project capital and consultancy sought, for green, environmental and infrastructure related projects. The deals are at various stages of maturity, with almost $1 billion in transactions already submitted for underwriting approval this month.

We have developed a large pipeline of business from Southeast Asia, as well as engagements in Central America, Canada, the U.S., EU and select African nations, and we have a strong focus on India. We have established relationships in India through our partnership network and believe India is poised for substantial growth in its green economy.

We are excited to expand and reshape our business model. We believe adding structured finance and consultancy is the best way to truly make an impact and support large projects. To transition to a green planet and green economy, it is necessary to deploy as much capital as possible into the projects that are the best positioned to do the greatest good for the planet, and those who live on it. It became apparent to us that we have too many quality clients, most needing large sums of capital, and we could not rely solely on our securities platform to reasonably handle this much volume at launch.

Market Review

Many national and international agencies warn that to mitigate climate change, and meet the basic requirements of the Paris Accords – keeping the rise in mean global temperature to well below 2 °C, and preferably limit the increase to 1.5 °C above pre-industrial levels – it will be necessary for the world to see investment of $5 trillion per annum over the next 30 years to meet the required investment to control global warning and achieve sustainable economic growth. That equates to five percent of 2022 of global economic output, above that which can be financed from current spending. Major economies must raise equity, loan and bond investment to mee this challenge.

The Paris Agreement states that planned emissions should be reduced as soon as possible and reach net-zero by the middle of the 21st century. To stay below 1.5 °C of global warming, emissions need to be cut by roughly 50% by 2030, as an aggregate of each country’s nationally determined contributions. BioPower/HyFi has identified a wide range of technologies which, collectively, can power a green industrial revolution to address climate change, in: solar power, wind power, hydro power, green hydrogen fuel, effective use of mineral resources, waste-to-energy and many more accessible technologies.

There is no shortage of credible projects; there is inadequate financial support for these projects. For example, Green, or Sustainable bonds, have seen substantial growth with more than $500 billion issued in in 2022. S&P forecasts $1.5 trillion in green bond issuance in 2022. We believe it will be necessary to issue an average of $5 trillion in Green Bonds per annum over the next 30 years to meet the required investment to control global warning and achieve sustainable economic growth, a ten-fold increase in bond issuance.

The E.U. and U.S. is leading the development of the green bond markets. A significant driver of green bond issuances in 2022 will come from the EU, after it started its five-year, €240 billion green bond program in October 2021 as part of its €800 billion Next Generation EU recovery fund. The €12 billion green bond debut under this program was more than 11 times oversubscribed, making it the largest green bond ever issued and the largest single order book to date. We think EU issuers will maintain their leadership share in the green bond market, reflecting the region’s unique regulatory and political position.

Green bonds were first issued in the late 2000s by supranational organizations such as the European Investment Bank and the World Bank. Supra-nationals (and governments) still issue green bonds, but corporations now account for about two-thirds of global issuance. Private-sector issuers of green bonds tend to be large, mature firms or firms with strong access to debt capital markets. This is especially true of firms issuing green bonds in a foreign currency to tap international green capital markets. Issuers also tend to be from relatively less carbon-intensive industries and greener than their industry peers.

About half of green corporate issuance is concentrated in financial firms. The majority of this financial firm issuance is from banks, which use green bond proceeds to extend loans to firms that need financing for green projects. Alternatively, banks may first extend green loans, and then securitize the loans into a green bond. The remaining portion of financial firm issuance is mostly from real estate financing vehicles such as real estate investment trusts (REITs), which typically finance the development of green buildings. The electric utility sector accounts for an additional quarter of green corporate bond issuance. The remaining quarter of green corporate bond issuance is distributed among a variety of sectors with growing issuance, such as alternate energy, automobiles, and heavy industry. Notably, issuance from fossil fuel companies is negligible.

During the recent period of remarkable growth in green bond issuance, policymakers, market participants, and financial journalists have acknowledged the potential for green bonds to fund green investments. However, while certain individual green bonds may have a discernible positive impact, the broader green bond market has several shortcomings. Key issues include greenwashing, the lack of a universal governance and certification framework, and the significant compliance costs associated with certification, issuance and reporting. Critics further question if the green bond market actually influences firms’ investments. In either case, this financial engineering can lead to the banking sector overstating its green investments relative to actual capital expenditure.

Green Bond Issuance

Source: ‘The Green Corporate Bond Issuance Premium’, Board of Governors of the Federal Reserve System International Finance Discussion Papers. June 2022.

Green Investors

Source: Panel (a) is the assets under management (AUM) of green bond funds by fund domicile region. Panel (b) is the share of green bond fund AUM relative to each domicile region’s total fixed income fund AUM. The data extends from 2014-Q1 through 2021-Q4 at a quarterly frequency. Source: Morningstar, Inc. (2021).

BioPower/HyFi has positioned itself to facilitate the identification, development and financing of potentially hundreds of projects which will drive the green industrial revolution. This market is currently fragmented and an under-developed market. There are few if any firms which offer the unique combination of skills we bring to this opportunity. Global banks active in the infrastructure market, and the leading investment banks, are starting to build project teams to connect with local opportunities. Sovereign wealth funds are showing some interest. Global agencies like the World Bank, and regional development banks, have been slow to make capital available. BioPower/HyFi is working with financial sponsors and others to promote the most credible projects, connecting those projects which can be funded with those investors with the appetite to fund them.

Our role combines project assessment, consultancy to connect projects with OEMs and EPCs, financial analysis and final investment confirmation. BioPower/HyFi is not currently registered as a Broker Dealer in the US or other jurisdictions, and as such we will work with agents which are registered until such time that we can obtain the necessary licenses and registrations.

STOCK

On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to (i) increase the number of authorized shares of common stock from 100,000,000 to 500,000,000, (ii) increase the number of authorized shares of preferred stock from 10,000 to 5,000,000, (iii) change the par value of the preferred stock from $1.00 par value per share to $0.0001 par value per share; and (iv) increase the number of directors from one to four. Currently, the Company has authorized 500,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share.

On October 7, 2021, we filed a certificate of amendment to our amended and restated articles of incorporation in order to change our corporate name from BioPower Operations Corporation to HyFi Corp (the “Name Change”) to more closely align the Company name with our products and services. Although the Name Change has been effected in the State of Nevada, the Name Change and our request for a new stock symbol will only become effective following clearance by the Financial Industry Regulatory Authority (FINRA), which is currently still pending.

For the year ended November 30, 2021 the Company generated revenues of $175,000, which revenue was generated by the sale of 4,125,000 HyFi Tokens to two customers, and reported a net loss of $441,324 and negative cash flow from operating activities of $441,324. For the six months ended May 31, 2022, the Company generated revenues of $246,700, reported a net loss of $13,138, and had negative cash flow from operating activities of $11,958. As noted in the consolidated financial statements of the Company, as of May 31, 2022, the Company had an accumulated deficit of $9,568,948. There is substantial doubt regarding the ability of the Company to continue as a going concern as a result of its historical recurring losses and negative cash flows from operations as well as its dependence on private equity and financings. See “Risk Factors— The Company has a history of operating losses, and its management has concluded that factors raise substantial doubt about its ability to continue as a going concern and the auditor of the Company has included explanatory paragraphs relating to its ability to continue as a going concern in its audit report for the years ended November 30, 2021 and 2020.”

In addition to the Equity Line with Peak One, we must raise cash from sources other than revenues generated, such as from the proceeds of loans, public or private equity sales, and/or advances from related parties in order to continue to implement our operations for the next 12 months.

HyFi Asset Purchase Agreement

On June 29, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy (collectively, Messrs. Ben Shaya, MacDonald, Benchaya, Perez, Saban and Pouchoy are referred to herein as the “Sellers”).

Pursuant to the terms of the APA, the Company agreed to acquire from the Sellers, and the Sellers agreed to sell to the Company, certain assets comprised of the goodwill, intellectual property, business proprietary know-how and trade secrets, intangible property and other assets of Sellers’ business with respect to HyFi, and any and all rights of Sellers in and to the foregoing (the “Assets”), and certain governance/utility virtual tokens (each, a “HyFi Token” and collectively, the “HyFi Tokens”) ~~expected~~were previously expected to be used as a means of payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The “HyFi Platform” means a proposed decentralized finances (“DeFi”) exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens (“NFTs”) for production, licenses, projects and commodities across vertical and horizontal markets.

In addition, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”). The Company used the Cash Consideration to bring the Company into a fully reporting status with the U.S. Securities and Exchange Commission and for public company operating expenses.

Pursuant to the terms of the APA, the Company agreed to file and filed with the State of Nevada the certificate of designation for the Series C preferred stock on or before the date that is 60 calendar days after the closing of the Acquisition. In exchange for the sale of the Assets, the HyFi Token Consideration and the Cash Consideration, the Company agreed to issue and issued to the Sellers an aggregate of 900,000 Series C preferred shares within 30 calendar days after the State of Nevada ~~provides~~provided written confirmation of filing of the certificate of designation for the Series C preferred stock. The certificate of designation for the Series C preferred stock was filed with the State of Nevada, and was effective as of August 27, 2021.

Pursuant to the terms of the APA, the parties agreed that the Series C preferred stock ~~will~~has ~~have~~ the following terms, among others:

1. Authorized Shares of Series C Preferred Stock. The number of authorized shares of Series C preferred stock will be 900,000. 2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of June 29, 2021, if all of the 900,000 ~~shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock~~. 3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. 4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions.

2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stockholder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of October 7, 2022, if all of the 900,000 shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of the Company’s common stock.

3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes.

4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions.

The Acquisition closed on June 29, 2021 (the “Closing Date”). On the Closing Date, the Sellers delivered the Cash Consideration and the HyFi Token Consideration.

On August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock.

Series A Preferred Stock Redemption Agreement & Senior Promissory Note

Also on the Closing Date, the Company and China Energy Partners, LLC (“CEP”) entered into a share redemption agreement (the “Redemption Agreement”), dated as of June 29, 2021, pursuant to which the Company redeemed one share of the Company’s Series A preferred stock from CEP (the “Series A Share”). On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The Series A Share will be held in escrow by an attorney designated by CEP (the “Escrow Agent”), ~~and~~which ~~the~~was ~~CEP~~designated ~~will~~by ~~designate~~CEP ~~such Escrow Agent~~ within 30 calendar days after the Closing Date. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the Escrow Agent to release the Series A Share to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note) even if the Series A Share is required to be released by the Escrow Agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.

3As provided in the APA, on June 29, 2021, Robert Kohn resigned as the Company’s Chief Executive Officer. Mr. Kohn remained as a member of the Board of Directors, however.

AsAlso ~~provided in the APA,~~ on June 29, 2021, ~~Robert Kohn resigned as~~ the Company’s ~~Chief Executive Officer. Mr. Kohn remained as a member of the Board of Directors, however. Also on June 29, 2021, the Company~~ appointed the following individuals to serve as members of the Board of Directors: Troy MacDonald (Chairman), Adam Benchaya, and Thomas Perez. ~~As a result, following the closing of the Acquisition, the Company’s Board of Directors consists of the following:~~

The Company’s Board of Directors now consists of the following people:

Troy MacDonald (Chairman)

Adam Benchaya

Robert Kohn

Thomas Perez

~~Also~~Paul onC. ~~June 29, 2021, the following individuals were appointed to serve as officers of the Company:~~Walton

~~Troy~~On ~~MacDonald~~November 28, ~~Chief~~2022, ~~Executive~~the ~~Officer~~following individual was appointed to serve as an officer of the Company:

~~Robert~~Paul ~~Kohn~~C. Walton, Chief ~~Financial~~Operating Officer

~~Adam Benchaya, President and Chief Marketing Officer~~11

HyFi Platform

We are a U.S.-based fintech company that has developed and owns an innovative CeDeFi blockchain technology called “HyFi”. We license, operate and enable tokenized economies for various DeFi marketplaces and intend to utilize our technology for centralized finances with our membership programs and commodity exchanges with third parties. We intend that the DeFi marketplaces can be used to offer NFTs, initial license offerings (“ILOs”), bridge loan offerings (“BLOs”), pre-special purpose acquisition company (“SPAC”) and pre-initial public offering (“IPO”) funding, and CeDeFi commodities exchanges and membership programs.

The HyFi technology is also a candidate infrastructure for use in the metaverse and play-to-earn GameFi industry. HyFi technology allows users to securely own assets or items and move them across different platforms without the need for a central party’s permission. The HyFi technology is expected to allow for transparent trading of decentralized assets like NFTs, other token types and digital assets. The DeFi principles are based on the creation of an innovative ecosystem of financial services accessible to anyone with internet access.

The HyFi token is featured on the HyFi Platform as the governance token. The HyFi token may also be used as a payment token for transaction fees on the HyFi Platform and for membership. The HyFi ecosystem is built on a combination of tokens to support its economy.

Proposed HyFi DeFi and CeDeFi Marketplace Types

Utilizing our DeFi blockchain technology, we are developing various proposed DeFi marketplaces and are in discussions with others for possible uses such as:

1. NFT Marketplace for ILOs. Project developers and technology companies in the areas of renewable energy, environmental, agri-food and other important markets can raise money by offering licenses to investors seeking license fee income through tokenized technology licenses and projects via NFTs. We intend to also provide access to related off-take commodity supply contracts via tokenized smart contracts.

2. BLOs for Businesses. Investors will be able to purchase a fractionalized interest in an income return for the BLOs.

3. Pre-IPO and Pre-SPAC Market Offerings. We expect that investors will be able to purchase a fractionalized interest in an income return and the options for shares of stock from IPO and SPAC pre-public offerings.

4. Traditional NFT Marketplace. We expect that we will provide a traditional NFT marketplace for offerings focused on appreciating one-of-a-kind assets such as artwork, collectibles, memorabilia, jewelry, gemstones and other one-of-a-kind appreciating assets.

5. CeDeFi Exchanges. CeDeFi exchanges, such as trading commodities and tokens, and membership programs are under discussion for a subsequent launch, using the HyFi blockchain technology and ecosystem.

6. Metaverse & GameFi. We intend to supply DeFi infrastructure, including marketplaces and token economies.

Proposed HyFi DeFi and CeDeFi Marketplace Types

NFT Marketplace

NFTs are collectible digital assets in which various objects are digitized. Each NFT represents ownership of something inherently distinct and unique, whether it be a physical or a digital item. NFTs cannot be mutually exchanged for one another because each NFT has a specific value based on its unique traits and attributes. When NFTs are sold, the digital version of the object is sold as a unique, blockchain-authenticated collectible.

NFT marketplaces are platforms where NFTs can be stored, displayed, traded and in some cases, created or “minted”. NFTs cannot be purchased on centralized or decentralized cryptocurrency or other exchanges. Instead, they are listed and traded on online marketplaces that are specially built for NFTs. We launched our demo NFT marketplace in October 2021.

We intend that cash flow technology license NFTs will be created that will represent up to a 49% ownership interest of a technology license for a geographic vertical market (e.g., India) or a horizontal market (e.g., energy-solar power.) We expect that there will be a subclass of NFTs that represents an opportunity for many participants to have fractional ownership and participation in the unique exclusive license NFT. The HyFi cash flow NFT marketplace is expected to initially list companies in the energy or energy and environment related sectors and agriculture sectors that will provide license fees from unique license fee contracts for various territories. As an example, an energy related company that it is willing to pay license fees of 5% annually with a potential bonus based on income for its waste-to-energy project license for the State of Florida could list on the HyFi Platform. This company would be willing to sell up to 49% of its ownership in that license for $5,000,000 minimum and a maximum of $10,000,000 in units of $50,000 each to accredited investors. In this case, we would (i) receive fees for listing on the HyFi Platform; and (ii) potentially receive consulting and marketing fees associated with this transaction. There can be no assurance that a transaction such as this would occur.

As an additional example, we are in discussions with an agriculture company that has specific technology licenses for growing protocols for organic and non-pesticides food. The company has operations in Costa Rica and other Central American countries. The company intends to sell up to 49% of its technology licenses for $500,000 minimum to $5,000,000 maximum per country and pay 5% license fees and consulting and marketing fees. In this case, we would (i) receive fees for listing on the HyFi Platform; and (ii) possibly receive other fees associated with this transaction. There can be no assurance that the parties will reach an agreement and if they do reach an agreement, what the terms of that agreement would be.

Once an owner is satisfied with the minimal amount paid for the license, the transaction would escrow, and licenses would continue to sell until the owner reaches the maximum or ends the sale of the NFT ownership licenses. At that point the NFTs can then become part of the HyFi commodities marketplace where NFT tokens are traded.

There can be no assurance that any such discussions will lead to customers or revenue.

NFT ILO Marketplace

ILO tokens are sub-class of tokens which are created to allow for fractional ownership of a NFT from an owner issuer that seeks to raise money for the development of new projects, technologies, intellectual property, licenses, brands, etc. A key distinguishing element of the HyFi marketplace is the fractionalization of the NFT that aggregates the investor contribution capability of many. On the HyFi Platform, the issuer is able to sell a percentage interest in its license in order to raise capital.

HyFi intends to introduce the ILO to investors and to a global network of brokers who are incentivized to introduce investors (institutional investors, corporations, family offices, private wealth and individuals) who may buy fractional interests (ILO Tokens) of the license offering.

Traditional NFT Marketplace

We intend to establish a NFT marketplace for appreciating one-of-a-kind asset NFTs with fractional ownership via tokenized NFT offerings, including the following:

● Artwork

● Collectibles

● Memorabilia

● Music libraries

● Intellectual property rights

● Collectibles

● Precious metals/gems

We intend to offer cash flow generating NFTs, on full or fractional ownership basis, in the following major areas and on the following bases:

● We anticipate that NFTs will be created that will represent up to a 49% ownership interest of a license to a particular geographic market (example: India). There will be a subclass of tokens that represent an opportunity for numerous participants to have fractional ownership of, and participation in, the unique one-of-a-kind exclusive license NFT. We expect that the NFTs will be tradeable on the commodities section of the HyFi Platform once certain conditions have been met. ● We also expect that there will be NFTs issued for qualified promising projects related to renewable energy, waste to energy, agricultural and other approved projects. ● Ownership of technology licenses: We expect that NFTs will represent part or full ownership of technology licenses across many horizontal markets. Each market is expected to include horizontal markets. For example, we expect that an energy market could include the green hydrogen industry and its many uses, electric generation, biofuels for marine, aviation and transportation and hydrogen fueling station networks. NFTs also will represent part or full ownership of a technology license in a specific geographic territory or vertical market. ● Physical projects related to renewable energy, environmental, agricultural and humanitarian causes. NFTs could be issued to represent an opportunity to invest in projects in these categories. ● Other approved cases. In the future we may consider NFTs in the areas of medicine, space, internet & computing, artificial intelligence, robotics and nanotechnology, for example.

There can be no assurance that any such discussions will lead to customers or revenue.

Bridge Loan Offerings (BLO) Marketplace

We intend to establish a NFT marketplace for bridge loans via tokenized NFT offerings, including the following:

● Fractional ownership of loan contracts, expected to be typically high yielding

● Funds to be used for physical projects related to renewable energy, environment, agriculture, new technology, medical, humanitarian projects and pre-SPAC and pre-IPO companies

● Other approved licenses and projects

“BLO Tokens” are a sub-class of tokens created to allow for fractional ownership of a unique NFT loan contract offered by an Issuer that seeks to borrow money for typically a short period of time for a number of critical business reasons while it is awaiting the arrival of expected incoming capital which will be used to pay back the loan, with interest. It is the fractionalization of the BLO NFT that aggregates the funding capability.

There can be no assurance that any such discussions will lead to customers or revenue.

In addition, we expect that commodities can be traded in the future on a to-be-formed HyFi Commodities Platform.

● We expect to have an initial emphasis on renewable energy, waste to energy and agri-foods via tokenized futures blockchain based smart contracts. ● The trading of certain commodities (e.g., green hydrogen production) would occur in most cases without any physical delivery obligation, and with electronic settlement only. Traders would purchase tokens to participate. In some cases, commodities could be offered with a physical delivery option. ● Commodity future supply contracts: A futures contract is a legal agreement to buy or sell a particular commodity asset at a predetermined price at a specified time in the future. The seller of the futures contract is taking on the obligation to provide and deliver the underlying commodity at the contract’s expiration date. Futures contracts are available for every category of commodity. Some manufacturers and service providers use futures contracts as part of their budgeting process to normalize expenses and reduce cash flow-related headaches. Manufacturers and service providers that rely on commodities for their production process may take a position in the commodities markets as a way of reducing their risk of financial loss due to a change in price. There are many advantages to futures contracts as a method of participating in the commodities market. We believe that analysis can be easier because of the underlying commodity.

Proposed Membership Plan

We have been working on developing and finalizing an initial Membership Program with four categories of members as described in our Revenue Model below. We now have various potential membership marketing programs and management will determine which to pursue.

Competition and Competitive Landscape

We do not believe that we have significant direct competitors for our NFT ILO marketplace. The typical company offering NFTs does not sell cash flow technology licenses, tokenized renewable energy technology licenses, or environmental technology licenses. Rather, NFTs typically relate to memorabilia, artwork, gemstones and other tangible assets. Certain entertainers have recently announced selling NFTs for their music libraries and their memorabilia. Our big difference for our ILOs and traditional NFTs is that we are able to offer fractional ownership NFTs due to our use of our tokenized blockchain technology with staking and liquidity pools.

We believe that OpenSea, started in 2017, is the leader in the sale of traditional NFTs. While there are hundreds of competitors who are marketing traditional NFTs, they are not using a tokenized blockchain technology with fractional ownership.

There are many companies offering a single energy or renewable energy source as a commodity. Our HyFi Platform is unique in that we will offer a marketplace featuring technology, equipment and energy commodities from many renewable energy sources. This is a broad-based approach to promote renewable energy adoption in an effort to capture market share from fossil fuel electric generating facilities to reduce pollution and global warming.

Our HyFi payment token competes against hundreds of other tokens in the market. These tokens are listed on token exchanges. There are various competitors who are using tokens to represent a single renewable energy source, such as solar for commodity trading. There are also companies whose products do not compete directly, but are closely related to the products we will offer.

We believe the HyFi Platform will initially be superior to competitors’ offerings because we intend to offer a complete marketplace that features (i) technology, (ii) equipment, (iii) energy commodities from many renewable energy sources in a broad-based approach to promote renewable energy adoption in an effort to capture market share from fossil fuels to reduce pollution and global warming, (iv) other marketplace opportunities related to improving the environment (including clean water on land and oceans), and (v) improving agricultural conditions around the world and agri-food products. We believe that the HyFi Platform will be the first business and blockchain platform of its kind, combining attractive features of cryptocurrency, including DeFi, decentralized trust, automatic operation, and NFTs, along with the nascent renewable energy market, which needs to connect remote buyers and sellers globally. To our knowledge, the HyFi Platform will be the first platform to distribute cash flow technology licenses via NFTs on a fractionalized basis, and we expect to use subclasses of NFTs that allow for fractional ownership of an NFT creating a unique governance model. We also believe that it will be the first CeDeFi principles driven marketplace to trade a combination of hydrogen futures contracts and hydrogen technology licenses related to a new scientific method of hydrogen production.

Intellectual Property

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to certain intellectual property relating to HyFi, the HyFi Platform, HyFi tokens, HyFi blockchain, and CeDeFi. We have applied for trademarks for HyFi, ILO and BLO.

We rely on the laws of unfair competition and trade secrets to protect our proprietary rights. We attempt to protect our trade secrets and other proprietary information through confidentiality and non-disclosure agreements with customers, suppliers, employees and consultants, and through other security measures. However, we may be unable to detect the unauthorized use of or take appropriate steps to enforce, our intellectual property rights. Effective trade secret protection may not be available in every country in which we offer or intend to offer our products and services to the same extent as in the United States. Failure to adequately protect our intellectual property could harm or even destroy our brands and impair our ability to compete effectively. Further, enforcing our intellectual property rights could result in the expenditure of significant financial and managerial resources and may not prove successful. Although we intend to protect our rights vigorously, there can be no assurance that these measures will be successful.

Government Regulation

Our anticipated business activities currently are subject to no particular regulation by government agencies other than those routinely imposed on corporate and/or publicly traded businesses. We do not anticipate any regulations specific to our business activities in the future.

Notwithstanding the above, as digital assets have grown in both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, the Securities and Exchange Commission (the “SEC”), CFTC, FINRA, the Consumer Financial Protection Bureau (“CFPB”), the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the Internal Revenue Service and state financial institution regulators) have been examining the operations of digital asset networks, digital asset users and the digital asset exchange markets, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal activities or fund criminal or terrorist enterprises and the safety and soundness of exchanges or other service-providers that hold digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance about the treatment of digital asset transactions or requirements for businesses engaged in digital asset activity.

In addition, the SEC, U.S. state securities regulators and several foreign governments have issued warnings that digital assets sold in initial coin offerings (“ICOs”) may be classified as securities and that both those digital assets and ICOs may be subject to securities regulations. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the nature of an investment in the Company or the ability of the Company to continue to operate. Additionally, U.S. state and federal, and foreign regulators and legislatures have taken action against virtual currency businesses or enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from virtual currency activity.

Law enforcement agencies have often relied on the transparency of blockchains to facilitate investigations. Europol, the European Union’s law enforcement agency, released a report in October 2017 noting the increased use of privacy-enhancing digital assets like Zcash and Monero in criminal activity on the internet and in May 2018 it was reported that Japan’s Financial Service Agency has been pressuring Japanese digital asset exchanges to delist privacy-enhancing digital assets. Although no regulatory action has been taken to treat Zcash or other privacy-enhancing digital assets differently, this may change in the future.

Various foreign jurisdictions have, and may continue to, in the near future, adopt laws, regulations or directives that affect the digital asset markets and their users, particularly digital assets and their service providers that fall within such jurisdictions’ regulatory scope. For example, on March 5, 2020, South Korea voted to amend its Financial Information Act to require virtual asset service providers to register and comply with its AML and CFT framework. These measures also provide the government with the authority to close digital asset exchanges that do not comply with specified processes. The Chinese and South Korean governments have also banned ICOs and there are reports that Chinese regulators have taken action to shut down a number of China-based digital asset exchanges. Further, on January 19, 2018, a Chinese news organization reported that the People’s Bank of China had ordered financial institutions to stop providing banking or funding to “any activity related to cryptocurrencies.” Similarly, in April 2018, the Reserve Bank of India banned the entities it regulates from providing services to any individuals or business entities dealing with or settling digital assets. On March 5, 2020, this ban was overturned in the Indian Supreme Court, although the Reserve Bank of India is currently challenging this ruling. There remains significant uncertainty regarding the South Korean, Indian and Chinese governments’ future actions with respect to the regulation of digital assets and digital asset exchanges. Such laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of digital assets by users, merchants and service providers outside the United States and may therefore impede the growth or sustainability of the digital asset economy in the European Union, China, Japan, Russia and the United States and globally, or otherwise negatively affect the value of digital assets.

As of January 6, 2021, crypto-based derivatives and exchange-traded-notes (ETNs) were banned from being offered to retail investors in the UK. The UK’s Financial Conduct Authority (the “FCA”) contended that they are “ill-suited” to retail investors citing extreme volatility, valuation challenges and association with financial crime.

The effect of any future regulatory change on the Company is impossible to predict, but such change could be substantial and adverse to the Company.

Our services are relying on the DeFi model and principles. Due to its innovative and fully decentralized nature, it currently operates in an unregulated or a regulatory grey area. However, there is a risk that any DeFi protocol can be affected by government with either laws being made that affect how a DeFi protocol operates or laws being made affecting our business, prospects, financial condition, and operating results.

Employees

As of November 30, 2021, we had one full-time employee. In addition, we work with sub-contractors, vendors, consultants, advisors and others for building out and customizing marketplaces.

Properties

Our corporate address is 20801 Biscayne Blvd., Suite 403, Aventura, FL 33180. The telephone number at our corporate address is (786) 923-0272. Other than this mailing address, we do not maintain any physical or other office facilities, and we do not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company pays $334 monthly for the use of this mailing address, offices, conference room and other services, including telephone reception.

Smaller Reporting Company Status

We qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that (i) has a public float of less than $250 million, or (ii) has annual revenues of less than $100 million and either (a) no public float, or (b) a public float of less than $700 million. Whether an issuer is a smaller reporting company is determined on an annual basis. As a smaller reporting company, we are not required to, and may not, include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; we need not provide the table of selected financial data; and we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

Corporate History

On January 6, 2011, we acquired 100% of BC, a Florida corporation incorporated on September 13, 2010, by our then-CEO and Director contributing 100% of the outstanding shares to the Company. As a result, BC became a wholly owned subsidiary of the Company.

On May 12, 2012, the Company formed FTZ Energy Exchange Inc., a wholly owned subsidiary, for the future development of an energy exchange. On June 7, 2012, the Company’s then-Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC (“FTZ”), a wholly owned subsidiary, to the Company for no consideration. FTZ is a licensing company that licenses business know-how and technology to build transaction fee-based exchanges for the sale of products and services in vertical markets.

On August 2, 2012, the Company formed Agribopo, Inc., a wholly owned subsidiary for the development of biomass related projects. On November 27, 2012, the Company entered into a non-exclusive global license with Advanced Green Technologies, LLC to convert biomass wastes from animals, humans and cellulosic biomass to cellulosic ethanol, fertilizer and other derivative products.

On October 24, 2014, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Green3Power Holdings Company (“G3P”) to acquire G3P and its wholly owned subsidiaries, Green3Power Operations Inc. (“G3P OPS”) and Green3Power International Company (“G3PI”) through a stock-for-stock exchange (the “Exchange”). Following entry into the Exchange Agreement, we conducted all of our operations, which primarily consisted of the development of waste-to-energy projects and services, including design, permitting, equipment procurement, construction management, operation of the intended facilities and maintenance of such facilities, through G3P.

By October 24, 2016, G3P had failed to meet the provisions of the Exchange Agreement that would allow G3P to take over control of the Company. As a result, the Company’s Board of Directors tried to come to an arrangement to separate BioPower from its subsidiaries, but in the end, decided that it would be in the best interests of the Company’s shareholders to move forward looking for a new acquisition. From October 24, 2016 until February 2017, the Company continued project development of waste-to-energy projects with extremely limited funds. In February 2017, the Company ceased all operations. At that time, we became a shell company.

In 2019, we entered into a memorandum of understanding with WPP Energy GmbH and China Energy Partners, but after exhausting all efforts we were unable to negotiate a definitive agreement or close the transaction.

During the quarter ending February 28, 2022, we commenced operations and accordingly, we ceased to be a shell company.

On October 7, 2021, we filed a certificate of amendment to our amended and restated articles in order to change our corporate name from BioPower Operations Corporation to HyFi Corp. The Name Change is subject to clearance by FINRA. The Company has been in communication with FINRA regarding the Name Change and expects the Name Change to be effective in the near future.

Item 1A. Risk Factors

The Company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this Annual Report on Form 10-K, you should carefully consider the material risks described below.

Risks Related to the Company’s Business and Industry

We have a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We began our energy operations in 2011 and since then our business model continued to evolve until in early 2017, we shifted away from waste to energy and became a shell corporation. During the quarter ending February 28, 2022, we commenced operations and accordingly, we ceased to be a shell company. We intend to focus on ~~the~~developing ~~development~~funding ~~and~~options ~~commercialization of the tokenization of CeDeFi marketplaces including the sale of NFTs~~ for ~~technology~~renewable ~~and~~energy ~~related licenses~~ and ~~trading~~ESG ~~of energy commodities with a focus on hydrogen~~projects. ~~As such, the comparability of our results in prior quarterly or annual periods should not be viewed as an indication of future performance.~~

11As we depend upon third-party relationships with Banks, Broker Dealers and other financial intermediaries, our ability to complete financial transactions will depend upon the performance of firms which are outside of our control. Bond financing can be completed only after rigorous financial analysis, guarantees provided by private and public enterprises (including governments), their credit rating, the attitude of the leading credit rating agencies, the state of financial markets, interest rates, and the appetite of financial institutions to invest – factors which are be beyond our control.

Because we have a limited history operating our proposed business, it is difficult to evaluate our proposed business and future prospects, including our ability to plan for and model future growth. Our limited operating experience, combined with the rapidly evolving nature of the NFT market in which we intend to operate, substantial uncertainty concerning how this market may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue. Failure to manage our current and future growth effectively could have an adverse effect on our business, operating results, and financial condition.

If we do not effectively manage our growth and the associated demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting resources, our business may be adversely impacted.

The cryptocurrency ecosystem has experienced recent rapid growth and we expect this trend to continue for the foreseeable future. Our intended launches are mostly driven by innovation in the crypto economy, which requires long-term perspective to evaluate our performance. In particular, the NFT business has grown significantly since 2020, and the minting, usage and acceptance of digital assets has continued to grow in general.

As we grow, our business will become increasingly complex. To effectively manage and capitalize on our growth, we must continue to expand our information technology and financial, operating, and administrative systems and controls, and continue to manage headcount, capital, and processes efficiently. Our continued growth could strain our existing resources, and we could experience ongoing operating difficulties in managing our business as it expands, including difficulties in hiring, training, and managing a growing employee base. Failure to scale and preserve our company culture with growth could harm our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives. If we do not adapt to meet these evolving challenges, or if our management team does not effectively scale with our growth, we may experience erosion to our brand, the quality of our products and services may suffer. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely, and reliable reports on our financial and operating results, including the financial statements provided herein, and could impact the effectiveness of our internal controls over financial reporting. In addition, our systems and processes may not prevent or detect all errors, omissions, or fraud. Any of the foregoing operational failures could lead to noncompliance with laws, loss of operating licenses or other authorizations, or loss of bank relationships that could substantially impair or even suspend company operations.

Successful implementation of our growth strategy may also require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth.

Our growth may not be sustainable and depends on our ability to attract new customers, expand product offerings, and increase processed volumes and revenue from new customers.

The future growth of our business depends on our ability to attract new customers and get new customers to increase the volumes processed through our payments platform and therefore grow revenue.

Any failure by us to attract new customers, and increase revenue from new customers could materially and adversely affect our business, financial condition, results of operations and prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of our processes, and other investments and innovations.

We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among others:

	●	the growth of our customer base,

	●	our ability to monetize our customer base,

	●	our ability to acquire customers at a lower cost, and

	●	our ability to increase the overall value to us of each of our customers while they use our products and services.

In addition to established enterprises, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, ~~particularly with respect to our digital financial services products,~~ significantly greater financial, technical, marketing and other resources, and a larger customer base than we do. This allows them, among others, to potentially offer more competitive pricing or other terms or features, a broader range of ~~digital~~ financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in customer preferences.

Our current and future business prospects demand that we act to meet these competitive challenges but, in doing so, our revenue and results of operations could be adversely affected if we, for example, increase marketing expenditures or make other expenditures. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.

Cyberattacks and security breaches of our systems, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating results and financial condition.

Our business involves the collection, storage, processing and transmission of confidential information, customer, employee, service provider and other personal data, as well as information required to access customer assets.

Further, any actual or perceived breach or cybersecurity attack directed at other financial institutions ~~or cryptocurrency or blockchain companies~~, whether or not we are directly impacted, could lead to a general loss of customer confidence in the digital asset economy or in the use of technology to conduct financial transactions, which could negatively impact us including the market perception of the effectiveness of our security measures and technology infrastructure.

Certain types of cyberattacks could harm us even if our systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to implement adequate preventative measures.

Although we will develop systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks.

We have no present existing relationships with card acquiring sponsors to process card payment transactions globally. If the payment card networks require our acquiring partner to operate solely within its area of use, we would lose our ability to offer card transaction processing services in the ~~United States~~U.S.. Such a decision would have a negative impact on the utility of our services to our U.S.-based ~~enterprise~~ enterprise customers. In light of the foregoing, we are in the process of onboarding with a merchant acquirer in the ~~United States~~U.S., which should minimize any area of use risk, but that relationship has not yet been finalized and the associated technology build out is not yet complete.

Our products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our customers use our products or services to further such illegal activities, we could be subject to liability and our business could be adversely affected. Our efforts to detect and monitor such transactions for compliance with law may require significant costs, and our failure to effectively deal with bad, fraudulent or fictitious transactions and material internal or external fraud could negatively impact our business.

Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that a customer is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money transmitters, e-money issuers, broker-dealers and alternative trading systems for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Owners of intellectual property rights or government authorities may seek to bring legal action against us for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

Moreover, while fiat currencies can be used to facilitate illegal activities, crypto assets are relatively new and, in many jurisdictions, may be lightly regulated or largely unregulated. Many types of crypto assets have characteristics such as the speed with which digital asset transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain crypto asset transactions, and encryption technology that anonymizes these transactions, which may make crypto assets susceptible to use in illegal activity.14

U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice, the SEC, the Commodity Futures Trading Commission, the Federal Trade Commission, the IRS and various state securities and financial regulators investigate, issue subpoenas and civil investigative demands, and take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving crypto assets.

While we believe that our risk management and compliance framework will be designed to detect significant illicit activities conducted by our potential or existing customers, we cannot ensure that we will be able to detect all illegal activity on our systems. If any of our customers use our products and services to further such illegal activities, our business could be adversely affected.

Our future growth depends significantly on our marketing efforts, and if our marketing efforts are not successful, our business and results of operations will be harmed.

Concerns about the environmental impacts of blockchain technology could adversely impact usage and perceptions of cryptocurrency.

The COVID-19 pandemic could have unpredictable, including adverse, effects on our business, operating results, and financial condition.

The global spread and unprecedented impact of the COVID-19 pandemic continues to create significant volatility, uncertainty and economic disruption. To date, our operations and financial results have not been materially negatively impacted by COVID-19. The future effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic (including any resurgences), impact of the new COVID-19 variants and the continued rollout and acceptance of COVID-19 vaccines, and the level of social and economic restrictions imposed in the United States and abroad in an effort to curb the spread of the virus, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. The continued impact of COVID-19 and the imposition of related public health measures have resulted in, and is expected to continue to result in, increased volatility and uncertainty in the crypto economy. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business, results of operations, financial condition or liquidity.

As a remote-first company, we are subject to heightened operational and cybersecurity risks.

We are a remote-first company, meaning that for all existing roles our employees work from their homes or other non-company dwellings. This subjects us to heightened operational risks. For example, technologies in our employees’ and service providers’ homes and shared office spaces may not be as robust and could cause the networks, information systems, applications, and other tools available to employees and service providers to be more limited or less reliable. Further, the security systems in place at our employees’ and service providers’ homes and shared office spaces may be less secure than those used in corporate offices, and while we have implemented technical and administrative safeguards to help protect our systems as our employees and service providers work from home, we may be subject to increased cybersecurity risk which could expose us to risks of data or financial loss, and could disrupt our business operations. There is no guarantee that the data security and privacy safeguards we will put in place will be completely effective or that we will not encounter risks associated with employees and service providers accessing company data and systems remotely. We also face challenges due to the need to operate with a remote workforce and are addressing so to minimize the impact on our ability to operate.

Concerns about the environmental impacts of blockchain technology could adversely impact usage and perceptions of cryptocurrency and HyFi.

The energy usage and environmental impact of blockchain technology, particularly in relation to proof of work mining, has attracted considerable recent attention. Government scrutiny related to restrictions on cryptocurrency mining facilities and their energy consumption may increase, resulting in additional regulation that could adversely impact usage of digital assets and harm our business. The considerable consumption of electricity by mining operators may also have a negative environmental impact, including contribution to climate change, which could create a negative consumer sentiment and perception of cryptocurrencies generally and adversely affect our business, prospects, financial condition, and operating results.

Risks Related to Our Financial Condition

We have no financial history, and there is no assurance that we will maintain profitability or that our revenue and business models will be successful.

We have no operations and there is no assurance that we will not incur net losses in the future. We may not be able to generate sufficient revenue to maintain profitability in the short or long-term. Our revenue growth may slow, or our revenue may decline for a number of other reasons, including reduced demand for our offerings, increased competition, a decrease in the growth or size of the cryptocurrency and digital asset economy, or any failure to capitalize on growth opportunities.

We ~~are continually refining our revenue and business models and have recently shifted our focus to the development and commercialization of NFT marketplace. There is no assurance that these efforts~~ will be successful or that we will generate revenues commensurate with our efforts and expectations or become or stay profitable. We may be forced to make significant changes to our revenue and business models to compete with our competitors’ offerings, and even if such changes are undertaken, there is no guarantee that they will be successful or profitable. Additionally, we will need to hire, train, and integrate qualified personnel to meet and further such changes to our business objectives at potentially significant additional expense. Failure to successfully implement revenue and business models or manage related expenses could cause us to be unprofitable and have an adverse effect on our business, operating results and financial condition.

We may experience fluctuations in our quarterly operating results.

We could experience significant fluctuations in our quarterly operating results due to a number of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our quarterly operating results include, but are not limited to, the following:

● ~~a change in~~ the ~~payment volume and market cap of HyFi tokens; ● the~~ level of our expenses; ● the degree to which we encounter competition in our markets; ● general economic conditions; ● the amount of capital available for investing in the market; ● legal or regulatory developments; ● legislative or policy changes; and, ● changes in the prospects of the economy generally, which could alter current or perspective customers’ priorities, or could increase the time it takes us to launch new offerings.

●	changes in the prospects of the economy generally, which could alter current or perspective customers’ priorities, or could increase the time it takes us to launch new offerings; and
●	and the ongoing impact of the COVID-19 pandemic.

Our operating results may fall below the expectations of market analysts and investors in some future periods, which could cause the market price of our common stock to decline substantially.

Changes in U.S. and foreign tax laws, as well as the application of such laws, could adversely impact our financial position and operating results.

We are subject to complex income and non-income tax laws and regulations in the ~~United~~U.S. ~~States~~ and a variety of foreign jurisdictions. Both the ~~United States~~ U.S. and foreign jurisdictions may revise corporate income tax and other non-income tax laws which could impact the amount of tax due in such jurisdiction. Our determination of our corporate income tax liability is subject to review and may be challenged by applicable U.S. and foreign tax authorities. Any adverse outcome of such challenge could harm our operating results and financial condition. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is complex and uncertain. Moreover, as a multinational business, we have subsidiaries that engage in many intercompany transactions in a variety of tax jurisdictions where the ultimate tax determination is complex and uncertain. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. Furthermore, as we operate in multiple taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views with respect to, among other things, the characterization and source of income or other tax items, the manner in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. The taxing authorities of the jurisdictions in which we operate may challenge our tax treatment of certain items or the methodologies we use for valuing developed technology or intercompany arrangements, which could impact our worldwide effective tax rate and harm our financial position and operating results.

We are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes in the United States and various foreign jurisdictions. A change in the tax law could impact tax positions which could result in an increased exposure related to such tax liabilities. Such changes could have an adverse effect on our operating results and financial condition.

We are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes in the U.S. and various foreign jurisdictions. A change in the tax law could impact tax positions which could result in an increased exposure related to such tax liabilities. Such changes could have an adverse effect on our operating results and financial condition.

If our estimates or judgment relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant estimates and judgments involve the identification of performance obligations in revenue recognition, evaluation of tax positions, inter-company transactions, and the valuation of stock-based awards and the fiat reserves ~~and digital assets~~ we hold, among others. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of analysts and investors, resulting in a decline in the trading price of our common stock.

The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial accounting standards undergo significant changes, our operating results could be adversely affected.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public. ~~Further, there has been limited precedents for the financial accounting of cryptocurrencies and other digital assets and related valuation and revenue recognition considerations.~~

As such, there remains significant uncertainty on how companies can account for cryptocurrency and other digital asset transactions, value, and related revenue. Uncertainties in or changes to in regulatory or financial accounting standards could result in the need to changing our accounting methods and restate our financial statements and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and more generally impact our business, operating results, and financial condition.

We are subject to changes in financial reporting standards or policies, including as a result of choices made by us, which could materially adversely affect our reported results of operations and financial condition and may have a corresponding material adverse impact on capital ratios.

Our consolidated financial statements are prepared in accordance with GAAP, which are periodically revised or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized bodies. It is possible that future accounting standards and financial reporting standards or policies, including as a result of choices made by us, which we are required to adopt, could change the current accounting treatment that applies to our consolidated financial statements and that such changes could have a material adverse effect on our reported results of operations and financial condition, and may have a corresponding material adverse effect on capital ratios.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our stock.

We are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our stock could decline, and we could be subject to sanctions or investigations by the exchange on which shares of our stock are listed, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We might require additional capital to support business growth, and this capital might not be available or may require shareholder approval to obtain.

We have funded our operations since inception primarily through equity financings. We intend to continue to make investments in our business to respond to business challenges, including developing new products and services, enhancing our operating infrastructure, expanding our international operations, and acquiring complementary businesses and technologies, all of which may require us to secure additional funds.

Additional financing may not be available on terms favorable to us, if at all. If we incur additional debt, the debt holders would have rights senior to holders of BioPower’s shares to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on BioPower’s shares.

The prices of digital assets are extremely volatile, and price fluctuations may adversely impact the value of digital assets that we hold.

Digital assets have historically experienced high levels of volatility far in excess of that experienced in fiat currencies. A number of factors contribute to changes in digital asset prices and volatility, including changes in the supply and demand for a particular digital asset, market sentiment, macroeconomic factors, utility of a particular digital asset, and idiosyncratic events such as exchange outages or commentary on social media. We are exposed to price volatility with respect to the corporate digital assets we hold. Though our fundamental business and growth strategy does not include acquiring digital assets for the purpose of value appreciation, we have exposure to digital assets at the corporate level because, for certain services we perform, our customers may pay us in digital assets. To the extent customers compensate us in the form of digital assets, and we continue to hold these digital assets, we may be subject to the high degree of price volatility associated with these digital assets. A decline in price may require us to take an impairment charge on our digital assets, and a decline in the value of the digital assets we hold in higher concentrations may have a larger adverse impact on our operating results in any given period. Volatility in the value of digital assets or other market factors may limit our ability to convert digital assets into fiat currency at attractive prices or at all.

Risks Related to Government Regulation

We are subject to an extensive and highly-evolving regulatory landscape, and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

Risks Related to Intellectual Property

Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.

Our business depends in large part on our proprietary technology and our brand. We rely on, and expect to continue to rely on, a combination of trademark, trade dress, domain name, copyright, and trade secret and laws, as well as confidentiality and license agreements with our employees, contractors, consultants, and third parties with whom we have relationships, to establish and protect our brand and other intellectual property rights. Our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach of our confidentiality and license agreements, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with our business.

As we grow, we will seek to obtain and protect our intellectual property rights in an increasing number of countries, a process that can be expensive and may not always be successful. For example, the U.S. Patent and Trademark Office and various foreign governmental intellectual property agencies require compliance with a number of procedural requirements to complete the trademark application process and to maintain issued trademarks, and noncompliance or non-payment could result in abandonment or lapse of a trademark or trademark application, resulting in partial or complete loss of trademark rights in a relevant jurisdiction. Further, intellectual property protection may not be available to us in every country in which our products and services are available. We may also agree to license our intellectual property to third parties as part of various agreements. Those licenses may diminish our ability, though, to counter-assert our intellectual property rights against certain parties that may bring claims against us.

In the future we may be sued by third parties for alleged infringement of their proprietary rights. Our use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation.

In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the crypto economy, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Our use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation.

We cannot guarantee that our internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products or services or using certain technologies, force us to implement expensive work-arounds, or impose other unfavorable terms.

We expect that the occurrence of infringement claims is likely to grow as the digital asset market grows and matures. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources. Further, during the course of any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of BioPower Ordinary Shares may decline. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results, and financial condition.

Risks Relating to Operating as a Public Company

The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, make us incur increased costs, and affect our ability to attract and retain executive management and qualified board members.

As a public company we incur significant legal, accounting, and other expenses. We are subject to reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the rules subsequently implemented by the SEC, and other applicable securities rules and regulations. Stockholder activism, the current political and social environment, government intervention and regulatory reform, may lead to substantial new regulations and disclosure obligations, which will likely result in additional compliance costs and could impact the manner in which we operate our business in ways we cannot currently anticipate.

Our management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, operating results, and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, our finance team is small and we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses. We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.

Compliance with these rules and regulations may strain our financial and management systems, internal controls, and employees. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. Moreover, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures, and internal control over, financial reporting to meet this standard, significant resources and management oversight may be required. If we encounter material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.

As a public reporting company, we will continue to incur significant additional legal, accounting and other costs. These additional costs could negatively affect our financial results. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC, may increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

The trading price of BioPower common stock may be volatile, and purchasers of BioPower common stock could incur substantial losses.

Our stock price may be volatile. The stock market inhas ~~general and the market for cryptocurrency and blockchain technology companies in particular have~~ experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their shares of BioPower common stock at or above the price paid for the shares. The market price for BioPower common stock may be influenced by many factors, including:

● actual or anticipated variations in our operating results; ● changes in financial estimates by us or by any securities analysts who might cover our stock; ● conditions or trends in our industry; ● changes as a result of ~~the COVID-19 pandemic, or similar~~ macroeconomic events; ● stock market price and volume fluctuations of comparable companies ~~and in particular those that operate in the cryptocurrency and digital asset industry~~; ● announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships, or divestitures; ● announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; ● capital commitments; ● investors’ general perception of our company and our business; ● recruitment or departure of key personnel; and ● sales of BioPower common stock, including sales by our directors and officers or specific stockholders.

In addition, in the past, stockholders have initiated class action lawsuits against technology companies following periods of volatility in the market prices of these companies’ stock. Such litigation, if instituted against us, could cause us to incur substantial costs and divert management’s attention and resources from our business.

Future sales of BioPower common stock, or the perception that such sales may occur, could depress our stock price.

As of February 17, 2022, there are 45,000,000 shares BioPower common stock outstanding. Sales by us or our shareholders, particularly our executives, of a substantial number of shares of BioPower common stock in the public market, or the perception that these sales might occur, could cause the market price of BioPower common stock to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

General Risk Factors

Adverse economic conditions may adversely affect our business.

Our performance is subject to general economic conditions. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. The impact of general economic conditions on the crypto economy is highly uncertain and dependent on a variety of factors, including market adoption of tokens, cryptocurrencies and other digital assets, global trends in the crypto and blockchain economy, central bank monetary policies, and other events beyond our control. Geopolitical developments, such as trade wars and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility of global financial and crypto asset markets. To the extent that conditions in the general economic and digital asset markets materially deteriorate, our ability to attract and retain customers may suffer.

We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. Our business operations are subject to interruption by natural disasters, fire, power shortages, and other events beyond our control.

In addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause our operating results to suffer. For example, the ongoing effects of the COVID-19 pandemic and/or the precautionary measures that we have adopted have resulted, and could continue to result, in difficulties or changes to our customer support, or create operational or other challenges, any of which could adversely impact our business and operating results.

Further, acts of terrorism, labor activism or unrest, and other geo-political unrest could cause disruptions in our business or the businesses of our partners or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our products and services, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results.

We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services. Additionally, all the aforementioned risks may be further increased if we do not implement a disaster recovery plan or our business partners’ disaster recovery plans prove to be inadequate. To the extent natural disasters or other catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme we may suffer loss of customer funds.

Item 1B. Unresolved Staff Comments.

None

Item 2. Properties.

BioPower’s corporate address is 20801 Biscayne Blvd., Suite 403, Aventura, FL 33180. Other than this mailing address, we do not maintain any physical or other office facilities, and we do not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company pays $334 monthly for the use of this mailing address, conference room and other services, including telephone reception.

Item 3. Legal Proceedings.

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Our Common Stock

Our ~~common~~Common ~~stock~~Stock is not traded on any exchange but is currently available for trading in the over-the-counter market and is quoted on the OTC Pink tier operated by the OTC Markets Group, Inc. under the symbol “BOPO.” Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects.

Over the counter securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over the counter issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

The SEC also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given to the customer in writing before or with the customer’s confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our common stock. As a result of these rules, investors may find it difficult to sell their shares.

Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Markets Group. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Fiscal Year 2022	High ($)		Low ($)
First Quarter (through February 16, 2022)		0.51		0.21
Fourth Quarter		0.20		0.04
Third Quarter		0.30		0.13
Second Quarter		0.53		0.13
First Quarter		0.97		0.21

Fiscal Year 2021	High ($)		Low ($)
Fourth Quarter		0.64		0.05
Third Quarter		0.30		0.03
Second Quarter		0.07		0.03
First Quarter		0.09		0.01

Fiscal Year 2020	High ($)		Low ($)
Fourth Quarter		0.35		0.15
Third Quarter		0.49		0.10
Second Quarter		0.35		0.05
First Quarter		0.35		0.17

On ~~February~~June 16, ~~2022~~2023, the closing price of our common stock as reported by the OTC Markets was $~~0.3769~~_______ per share.

23As of June 16, 2023, there were approximately 163 stockholders of record, 45,000,000 shares of our common stock issued and outstanding, and 900,000 shares of our Series C preferred stock issued and outstanding.

As of February 17, 2022, there were approximately 127 stockholders of record, 45,000,000 shares of our common stock issued and outstanding, and 900,000 shares of our Series C preferred stock issued and outstanding.

Dividends

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. It is the present intention of the Company to retain any earnings for use in its business operations and, accordingly, the Company does not anticipate the board of directors declaring any dividends in the foreseeable future on our common stock. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not anticipate paying dividends, and if we are not successful in establishing an orderly public trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we may not pay dividends in the foreseeable future, we may have trouble raising additional funds which could affect our ability to expand our business operations.

Securities authorized for issuance under equity compensation plans

We do not have any securities authorized for issuance under any equity compensation plans and we do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On ~~August~~March 54, ~~2021~~2022, the Company ~~effected~~issued ~~the~~625,000 ~~following~~shares of restricted common stock to a Canadian investor for $0.40 per share ~~issuances:~~for a total purchase price of $250,000.

The ~~Company~~above ~~issued~~issuance ~~50,000~~was ~~shares~~made ofpursuant ~~common~~to ~~stock,~~an ~~valued~~exemption atfrom ~~$0.05~~registration ~~per~~as ~~share,~~set toforth in Section 4(a)(2) ~~consultant~~of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

~~The Company issued 750,000 shares of common stock, valued at $0.05 per share, to Baruch Halpern for severance compensation.~~23

The Company issued 546,160 shares of common stock, valued at $0.05 per share, to Robert Kohn for partial conversion of accrued compensation.

The Company issued 546,160 shares of common stock, valued at $0.05 per share, to Bonnie Nelson for partial conversion of accrued compensation.

On September 2, 2021, pursuant to the terms of the APA, the Company issued to the Sellers an aggregate of 900,000 shares of Series C preferred stock, representing 100% of the authorized shares of Series C preferred stock.

The above issuances were made pursuant to an exemption from registration as set forth in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal years ended November 30, ~~2021~~2022, and ~~2020~~2021.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto included in this Annual Report on Form 10-K. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in those forward-looking statements as a result of many factors, including, those set forth in this Annual Report on Form 10-K.

~~SPECIAL~~Businesses ~~NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS~~Overview

~~Statements~~We ~~made~~have inreviewed ~~this~~the ~~annual~~market ~~report~~opportunities onavailable ~~Form~~to ~~10-K~~us ~~that~~and ~~are~~have ~~not~~determined ~~historical~~that orwe ~~current~~will ~~facts~~make ~~are~~use ~~“forward-looking~~of ~~statements.”~~our Inbusiness ~~some cases,~~assets ~~you can identify forward-looking statements~~ by ~~terminology~~being ~~such~~a ~~as “may”, “should”, “intends”,~~U.S.-based ~~“expects”,~~green ~~“plans”,~~finance ~~“anticipates”,~~and ~~“believes”,~~renewable ~~“estimates”,~~energy ~~“predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology~~company. WeOur ~~intend~~target ~~that~~markets ~~such forward-looking~~need ~~statements be subject~~ to ~~the~~access ~~safe~~traditional ~~harbors~~capital ~~for~~markets ~~such statements. We wish~~ to ~~caution~~provide ~~readers~~funding ~~not to place undue reliance~~options on– ~~any~~we ~~such~~support ~~forward-looking~~this ~~statements,~~through ~~which~~our ~~speak~~structured ~~only~~finance asand ofESG ~~the~~project ~~date~~consultancy ~~made.~~divisions ~~Any~~supporting ~~forward-looking~~green, ~~statements~~environmental ~~represent~~and ~~management’s~~infrastructure ~~best~~related ~~judgment~~initiatives. asOur torelationship ~~what~~with ~~may~~WPP ~~occur~~Energy inand ~~the~~its ~~future.~~multinational ~~However,~~distributor ~~forward-looking~~network ~~statements~~provides ~~are~~a ~~subject~~tremendous todeal ~~risks,~~flow ~~uncertainties~~for ~~and important~~projects ~~factors~~seeking ~~beyond~~capital. ~~our~~Adding ~~control~~structured ~~that~~finance ~~could~~creates ~~cause~~a ~~actual~~very ~~results~~scalable, ~~and~~fast ~~events~~moving tonew ~~differ~~business ~~materially~~unit ~~from~~capable ~~historical results~~ of ~~operations~~handling ~~and~~dollar volumes ~~events~~of ~~and~~many ~~those presently anticipated or projected~~billions. WeThe ~~disclaim~~digital ~~any~~securities ~~obligation~~platform ~~subsequently~~has tobeen ~~revise~~repositioned ~~any forward-looking statements~~ to ~~reflect~~host ~~events~~projects orthat ~~circumstances~~are ~~after~~not ~~the~~suited ~~date~~for ofour ~~such~~structured ~~statement or to reflect the occurrence of anticipated or unanticipated events~~finance offering.

~~Overview~~Our new structured finance division has three funding models:

~~BioPower Corporation~~1. ~~(“BC”)~~Structured ~~was~~Finance/Bond ~~incorporated~~Market: Capital supplied by the U.S. bond market, with deal sizes typically in the ~~State~~range of ~~Florida~~$100 onmillion ~~September~~to ~~13,~~over ~~2010~~$1 billion. On2. ~~January~~Structured 5,Finance/Promissory ~~2011,~~Notes: weCapital ~~re-domiciled~~supplied ~~to Nevada~~by insurance and ~~formed~~pension ~~BioPower~~funds ~~Operations~~via ~~Corporation,~~ a ~~Nevada~~promissory ~~corporation~~note ~~(“BioPower~~model,” ~~“we,~~with ~~“us,”~~deal ~~“our”~~ sizes ranging from $10 million to $100 million or ~~the~~more. ~~“Company”)~~3. OnSecurities ~~January~~offerings 6,through ~~2011,~~third ~~the~~party ~~shareholders~~Broker ofDealers: BCCapital ~~contributed~~supplied ~~their~~by ~~shares~~accredited ofinvestors BCvia toa ~~BioPower~~Regulation ~~Operations~~D, ~~Corporation and~~Rule BC506(c) ~~became~~offering, awith ~~wholly~~deal ~~owned~~sizes ~~subsidiary~~ranging offrom ~~BioPower~~$1 ~~Operations~~million ~~Corporation~~to $100 million.

~~From~~We ~~2017~~have ~~until~~formed ~~the~~relationships ~~first~~with ~~quarter~~institutions ofand ~~the~~traditional ~~fiscal~~wholesale ~~year~~capital ~~ending~~providers ~~November~~established ~~30,~~in ~~2022,~~ the ~~Company~~U.S. ~~was~~bond aand ~~shell~~promissory ~~company,~~note markets. asAs ~~such~~a ~~term~~result, isour ~~defined~~clients ~~in Rule~~can ~~12b-2~~reap ~~promulgated under~~ the ~~Securities Exchange Act of 1924~~benefits, as ~~amended~~this ~~(the~~new ~~“Exchange~~business ~~Act”).~~unit ~~During~~can ~~the~~accept ~~quarter~~projects ~~ending February~~with ~~28,~~capital ~~2022,~~funding werequests from ~~commenced~~$10 ~~operations~~million ~~and~~to ~~accordingly,~~several webillions ~~ceased~~of todollars bein ~~a shell company~~value.

OnNote ~~October~~that 7,BOPO/HyFi ~~2021,~~is wenot ~~filed~~ a ~~certificate~~registered ofBroker ~~amendment~~Dealer tobut ~~our~~will ~~amended~~rely ~~and~~upon ~~restated~~third-party ~~articles~~services inprovided ~~order~~by toSignet ~~change~~Capital, ~~our~~LLC, ~~corporate name from BioPower Operations Corporation to HyFi Corp (the “Name Change”). The Name Change~~ is ~~subject~~a ~~to clearance by the Financial~~boutique ~~Industry~~investment ~~Regulatory~~banking ~~Authority~~and ~~(“FINRA”).~~structured ~~The~~finance ~~Company~~services ~~has~~firm ~~been in communication~~ with ~~FINRA~~extensive ~~regarding~~structuring ~~the Name Change~~ and ~~expects the~~distribution ~~Name~~capabilities ~~Change~~for todebt beand ~~effective in the near future~~equities securities.

~~HyFi~~Our ~~Asset~~ESG ~~Purchase~~project ~~Agreement~~consultancy division reviews projects, makes recommendations on funding partners for projects, addresses any missing elements which would disqualify a project from being financed, such as absent or unsatisfactory offtake agreements, and helps source and negotiate the missing elements for clients.

~~Pursuant~~Our tomanagement ~~the~~team’s ~~terms~~experience ofin the ~~APA,~~energy ~~the Company agreed to acquire from the Sellers,~~ and ~~the~~environment ~~Sellers~~sectors ~~agreed~~is ~~to sell to~~ the ~~Company,~~foundation ~~certain~~behind ~~assets comprised~~this ofoffering. ~~the~~On ~~goodwill,~~a ~~intellectual~~consultancy ~~property~~basis, ~~business proprietary know-how and trade secrets, intangible property and other assets~~ ofwe ~~Sellers’~~can ~~business~~source ~~with respect to HyFi,~~ and ~~any~~negotiate ~~and all rights of Sellers in and to~~ the ~~foregoing~~contracts ~~(the~~necessary ~~“Assets”), and~~for ~~certain~~a ~~governance/utility~~project ~~virtual~~funding ~~tokens (collectively, the “HyFi Tokens”) expected~~ to be ~~used as a means of payment on the HyFi Platform~~successful, assuch hereinafter defined (the “Acquisition”). The “HyFi Platform” means a decentralized finances (“DeFi”) exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens (“NFTs”) for production, licenses, projects and commodities across vertical and horizontal markets.as:

25● Off-take agreements with BBB or higher rated entities, with a supporting proforma which demonstrates the ability to cover principal and interest repayment obligations; and ● Government or B credit rating or above for co-signing of financing contracts.

InCoinciding ~~addition,~~with the ~~Sellers~~launch ~~agreed~~of toour ~~(i)~~structured ~~pay~~finance toand ~~the~~ESG ~~Company,~~project onconsultancy ~~the closing date of the Acquisition~~divisions, ~~$300,000~~we ~~(the~~have ~~“Cash~~12 ~~Consideration”), and~~clients ~~(ii)~~under ~~transfer~~contract tofor ~~the~~services ~~Company,~~ on ~~the~~over $10 ~~closing~~billion ~~date~~in ofproject ~~the~~capital ~~Acquisition,~~and ~~400~~consultancy sought,~~000,000~~ ~~HyFi~~for ~~Tokens~~green, ~~(the~~environmental ~~“HyFi~~and ~~Token~~infrastructure ~~Consideration”)~~related projects. The ~~Company~~deals ~~intends~~are toat various ~~use~~stages ~~the~~of ~~Cash~~maturity, ~~Consideration~~with toalmost ~~bring~~$1 ~~the~~billion ~~Company~~in ~~into~~transactions aalready ~~fully~~submitted ~~reporting status with the Securities and Exchange Commission and~~ for ~~public~~underwriting ~~company~~approval ~~operating~~this ~~expenses~~month.

~~Pursuant~~We tohave ~~the~~developed ~~terms~~a oflarge ~~the~~pipeline ~~APA, the Company agreed to file with the State~~ of ~~Nevada~~business ~~the~~from ~~certificate~~Southeast ofAsia, ~~designation~~as ~~for~~well ~~the~~as ~~Series~~engagements Cin ~~preferred stock~~Central onAmerica, orCanada, ~~before~~ the ~~date that is 60 calendar days after the closing of the Acquisition~~U.S., InEU ~~exchange for the sale of the Assets~~ and ~~the~~select ~~Cash~~African ~~Consideration~~nations, ~~the~~and ~~Company~~we ~~agreed~~have toa ~~issue~~strong tofocus ~~the~~on ~~Sellers~~India. anWe ~~aggregate~~have ofestablished ~~900,000~~relationships ~~Series~~in CIndia ~~preferred~~through ~~shares~~our ~~within~~partnership ~~30 calendar~~network ~~days~~and ~~after~~believe ~~the~~India ~~State~~is ofpoised ~~Nevada provides written confirmation of filing of the certificate of designation~~ for ~~the~~substantial ~~Series~~growth Cin ~~preferred~~its ~~stock~~green economy.

~~Pursuant~~We believe adding structured finance and consultancy is the best way to truly make an impact and support large projects. To transition to a green planet and green economy, it is necessary to deploy as much capital as possible into the ~~terms~~projects ofthat are the ~~APA,~~best positioned to do the ~~parties~~greatest ~~agreed~~good ~~that~~for the ~~Series~~planet, Cand ~~preferred~~those ~~stock~~who ~~will~~live on it. It became apparent to us that we have ~~the~~too ~~following~~many ~~terms~~quality clients, ~~among~~most needing ~~others:~~large sums of capital, and we could not rely solely on our securities platform to reasonably handle this much volume at launch.

1. Authorized Shares of Series C Preferred Stock. The number of authorized shares of Series C preferred stock will be 900,000. 2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of June 29, 2021, if all of the 900,000 shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock. 3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. 4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions.

The Acquisition closed on June 29, 2021 (the “Closing Date”). On the Closing Date, the Sellers delivered the Cash Consideration and the HyFi Token Consideration. The Company has complied with and completed all terms of the APA.

Series A Preferred Stock Redemption Agreement & Senior Promissory Note

Also on the Closing Date, the Company and China Energy Partners, LLC (“CEP”) entered into a share redemption agreement (the “Redemption Agreement”), dated as of June 29, 2021, pursuant to which the Company redeemed one share of the Company’s Series A preferred stock from CEP (the “Series A Share”). On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The Series A Share will be held in escrow by an attorney designated by CEP (the “Escrow Agent”), and the CEP will designate such Escrow Agent within 30 calendar days after the Closing Date. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the Escrow Agent to release the Series A Share to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note) even if the Series A Share is required to be released by the Escrow Agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.

As provided in the APA, on June 29, 2021, Robert Kohn resigned as the Company’s Chief Executive Officer. Mr. Kohn remained as a member of the Board of Directors, however. Also on June 29, 2021, the Company appointed the following individuals to serve as members of the Board of Directors: Troy MacDonald (Chairman), Adam Benchaya, and Thomas Perez. As a result, following the closing of the Acquisition, the Company’s Board of Directors consists of the following:

Troy MacDonald (Chairman)

Adam Benchaya

Robert Kohn

Thomas Perez

Also on June 29, 2021, the following individuals were appointed to serve as officers of the Company:

Troy MacDonald, Chief Executive Officer

Robert Kohn, Chief Financial Officer

Adam Benchaya, President and Chief Marketing Officer

HyFi Platform

Proposed HyFi DeFi and CeDeFi Marketplace Types

Utilizing our DeFi blockchain technology, we are developing various proposed DeFi marketplaces and are in discussions with others for possible uses such as:

2. BLOs for Businesses. Investors will be able to purchase a fractionalized interest in an income return for the BLOs.

6. Metaverse & GameFi. We intend to supply DeFi infrastructure, including marketplaces and token economies.

Going Concern

Our financial statements accompanying this Annual Report on Form 10-K have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.

There is substantial doubt that we can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our expenses. We must raise cash from sources other than revenues generated, such as from the proceeds of loans, public or private equity sales, and/or advances from related parties. There is no guarantee that any loans will be received, any equity sales will be made, and/or any related parties will advance funds to us or that such funds will be available on favorable terms.

~~Plan~~There can be no assurance that any of ~~Operation~~our operations above will lead to customers or revenue.

We were dormant from February 2017 to June 29, 2021.

During the quarter ending February 28, 2022, we commenced operations and accordingly, we ceased to be a shell company. In October 2021, we launched the demo HyFi Platform. We have also been working on developing and defining our business model and SEC regulatory compliance details for the launch of the complete NFT license marketplace with payment systems. We have also focused on completing the technology customizations with preferred vendor partners for our full NFT ILO marketplace launch.

We are in discussions with several companies:

● regarding listing on the NFT ILO marketplace,

● listing their products on a potential new HyFi traditional NFT marketplace, and

● starting other marketplaces using our CeDeFi blockchain technology.

The Company has also been in discussions with various companies in energy and energy related sectors and other sectors such as agri-foods and e-sports, that have expressed interest in listing their NFTs on one of the NFT marketplaces. At the same time, we are working with our preferred partner network vendors to build out the NFT marketplaces. We are also in initial discussions with investment groups regarding possible joint ventures, strategic alliances and/or licensing arrangements for our CeDeFi blockchain technology to create new marketplaces.

There can be no assurance that any of the above parties will reach an agreement and if they do reach an agreement, what the terms of that agreement would be. There can be no assurance that any of the above discussions will lead to customers or revenue.

Limited Operating History; Need for Additional Capital

We cannot guarantee we will be successful in our business plans or operations. We have generated minimal revenue from the sale of HyFi payment/utility tokens since inception. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in supplies and services.

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

The Company’s consolidated audited financial statements for the fiscal years ended November 30, ~~2021~~2022 and ~~2020~~2021, together with the report of the independent certified public accounting firm thereon and the notes thereto, are presented beginning at page F-2.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~Not~~(a) ~~applicable.~~Termination of Independent Registered Public Accounting Firm

On August 10, 2021, MaloneBailey, LLP (“MaloneBailey”) was dismissed by the Board from its position as the Company’s independent registered public accounting firm.

MaloneBailey did not issue a report on the Company’s financial statements for the fiscal years ended November 30, 2020 and 2019. MaloneBailey last issued a report on the Company’s financial statements for the fiscal year ended November 30, 2015. That report did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report expressed substantial doubt regarding our ability to continue as a going concern.

Furthermore, during the Company’s two most recent fiscal years and through November 30, 2021, there have been no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to MaloneBailey’s satisfaction, would have caused MaloneBailey to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.

For the fiscal years ended November 30, 2020 and 2019 and through August 10, 2021, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided MaloneBailey with a copy of the disclosure contained herein, prior to its filing with the SEC, and requested that MaloneBailey furnish the Company a letter addressed to the SEC stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. MaloneBailey’s letter to the SEC is attached hereto as Exhibit 16.1.

(b) Engagement of New Independent Registered Accounting Firm

On August 10, 2021, the Company’s Board of Directors appointed BF Borgers, C.P.A., P.C. (“Borgers”) as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and through July 16. 2023, neither the Company nor anyone acting on the Company’s behalf consulted Borgers with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, ~~as of November 30, 2021,~~ our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this evaluation, our management concluded that as of November 30, 2021, our internal control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal control over financial reporting and that may be considered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the PCAOB were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; (4) complete lack of management of the company from February 2017 until June 2021; and (5) lack of disclosure controls.

30Management believes that the material weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

~~Management~~This ~~believes~~Comprehensive ~~that~~Annual ~~the~~Report ~~material~~on ~~weaknesses~~Form ~~set~~10-K ~~forth~~does ~~above did~~ not ~~have~~include an ~~effect~~attestation onreport ~~our financial results because the activity during this period was nominal. However, management believes that the lack~~ of ~~a functioning audit committee and the lack of a majority of outside directors on~~ our ~~Board~~registered ofpublic ~~Directors~~accounting ~~results~~firm inregarding ~~ineffective oversight in the establishment and monitoring of required~~ internal ~~controls~~ ~~and~~control ~~procedures,~~over ~~which~~financial ~~could~~reporting ~~result~~due into aapplicable ~~material~~rules ~~misstatement~~of inthe ~~our financial statements in future periods~~SEC.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting due to applicable rules of the SEC.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the years ended November 30, ~~2021~~2022 and ~~2020~~2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following are the officers and directors of the Company as of the date of this report.

Name	Age	Position
Troy MacDonald	5253	Chairman of the Board and Chief Executive Officer
Adam Benchaya	3435	President, Chief Marketing Officer and Director
Robert D. Kohn	71	Chief Financial Officer and Director
Paul Walton	63	Chief Operating Officer and Director
Thomas Perez	2930	Director

Troy MacDonald. Since December 2017, Mr. MacDonald has served as Chief Operating Officer of WPP Energy GmbH, a private Swiss renewable energy company (“WPP Energy”), and as Chief Operating Officer and Chief Innovation Officer beginning in 2020. He remains a key contributor and stakeholder in WPP Energy. Prior to December 2017, Mr. MacDonald founded The Monetary Man Inc. in June 2004, Gem of a Diamond in 2012 and Investors Gold Corporation in 2014. Collectively, the three companies focused on precious metals, gems and currency.

Mr. MacDonald is co-founder of HyFi Exchange and is also co-founder and co-architect of the HyFi Platform, WPP Token and HyFi Token. He led the effort to successfully create high level partnerships with exchanges, advisors, developers, investors, community support people and other key ecosystem participants.

While in his role at WPP Energy, Mr. MacDonald successfully procured a Master VORAX waste-to-energy technology 25-year global exclusive distribution license and procured unconventional water electrolysis technology. Mr. MacDonald has built large academic and scientific teams and built and trained a global distributor/reseller network. He has created dozens of corporate partnerships and strategic alliances around the VORAX and W2H2 technologies, including those with multi-billion-dollar companies and large educational institutions.

He is a former four-time national award winner for outstanding business development as a HNW private banker with TD Bank (a top 25 world bank) and national employee of the year with HFC/HSBC. Mr. MacDonald has built multiple successful businesses in the past across a variety of industries. He is also an internationally known numismatist with a 43-year, two generation history in physical currency. The transition into digital currency was a natural challenge for a professional banker and currency expert.

Mr. MacDonald has successfully completed the Harvard Business School Program on “Disruptive Innovation Strategy” and MIT University’s Program on “Blockchain Technology & Business Innovation” and the London School of Economics “Negotiation Programme”. He also studied at Stanford University in the “Energy Innovation & Emerging Technologies Program” and is a graduate of Saint Mary’s University.

Adam Benchaya. Since June 2016, Mr. Benchaya has been the Vice President and Marketing Manager at WPP Energy. Prior to 2016, he served as Vice President of Business Development at WPP Energy. Mr. Benchaya was a key contributor and innovator at WPP Energy. He is the co-founder of HyFi Exchange and is also co-founder and co-architect of the HyFi Platform. He was also a key contributor in the effort to successfully create high level partnerships with exchanges, advisors, developers, investors, community support people and other key ecosystem participants.

Mr. Benchaya is an ambassador for the Benchaya family, which has a long tradition and passion for renewable energy and environmental technology in pursuit of a better and cleaner world.

~~Robert~~Paul ~~Kohn~~Walton. ~~From~~Since ~~January~~September ~~2011 to February 2017~~2022, Mr. ~~Kohn~~Walton has served as ~~the~~Chief ~~CEO~~Operating Officer of HyFi, ~~Director~~helping to review its security token and renewable ~~Secretary~~green ofenergy ~~the~~financing ~~Company~~business. ~~Mr.~~He ~~Kohn~~is ~~has~~responsible ~~also~~for ~~served~~developing the regulated financial infrastructure which will enable asHyFi ato ~~director~~raise ~~and~~capital ~~officer~~for ofits BCclients, ~~the~~as ~~Company’s~~well ~~wholly~~as ~~owned~~attending ~~subsidiary,~~to ~~since~~key ~~September~~operational ~~2010~~responsibilities.

~~Since~~For ~~February~~the ~~2017,~~past ~~Mr.~~the ~~Kohn~~past ~~has~~five ~~been~~years ~~Managing Partner of The Asset Acquisition Group. From January 2018 until June 2020,~~ Mr. ~~Kohn~~Walton ~~served as~~advised ~~Chief~~several ~~Financial~~start-up ~~Officer~~fintech ofbusiness ~~WPP~~to ~~Energy~~raise ~~GmbH and then Chief Financial Advisor. Mr. Kohn also previously served as a Managing Partner of Nelko Holdings LLC~~capital, ~~which~~arrange ~~was~~operations ~~formed~~and ~~for~~develop ~~the purpose of evaluating~~ business ~~opportunities; the non-executive Vice Chairman of, consultant~~ ~~to,~~invest ~~Clenergen~~management ~~Corporation,~~and analternative ~~SEC-reporting~~investing ~~issuer; Interim Chief Financial Officer of Proteonomix, Inc~~markets., aThis ~~public~~work ~~company~~ involved ~~in stem~~regulated ~~cell~~blockchain ~~research; Interim CEO~~ and ~~CFO~~cryptocurrency ofbusinesses ~~Global~~as ~~Realty~~well ~~Development Corp. co~~as style-~~founder~~based ~~and~~investment ~~CEO~~technology. ofAt ~~AssetTRADE~~Optimal ~~(n/k/a~~Asset ~~GoIndustry with approximately 1~~Management,~~200~~ ~~employees~~Mr. inWalton 21grew ~~countries);~~assets ~~Chairman,~~ and ~~CEO~~helped ofto ~~Entrade.com,~~develop a ~~subsidiary~~business ofwhich ~~Entrade,~~was ~~a NYSE-listed company; and President of~~eventually ~~Entrade,~~sold ato ~~subsidiary~~BNY ~~of Exelon Corporation, one of the largest electric utilities in the United States~~Mellon. ~~Mr. Kohn has a B.B.A. in accounting from Fox School of Business, Temple University and is a C.P.A.~~

Prior to this, Mr. Walton advised on a substantial portion of new technology and new product development at the London Stock Exchange’s New York operation, FTSE Russell for two periods between 2009 and 2017. Mr. Walton also ran business development for renowned economist, Mr. Stephen Ross, at his Ross, Jeffrey and Antle hedge fund, for a four-year period, helping to grow assets substantially.

Mr. Walton worked for a number of leading investment banks in London over three decades from the 1980s to the early 2000’s. In this work, Mr. Walton was a highly rated financial analyst and investment strategist at the Warburg’s private bank, Schroders private bank, Goldman Sachs, Schroder Salomon Smith Barney, and Merrill Lynch.

Mr. Walton received a Master’s Degree in Economics from the University or London and Bachelor’s Degree in Economics from the Victoria University of Manchester. Mr. Walton studied advanced management principles at the UK-based Ashridge Business School. For most of his career, Mr. Walton held regulatory qualifications administered by the then UK supervisory body, Financial Services Authority.

Thomas Perez. Mr. Perez is a successful investor and entrepreneur. Prior to joining HyFi, from June 2016, Mr. Perez served as V.P. Business Development for WPP Energy, where he focused on market and business development for WPP Energy’s Hydrogen and Waste to Energy product offerings. His duties at WPP Energy also included promoting WPP Token and was an ideas contributor to the HyFi Platform. Previously in a direct sales role, Mr. Perez built a community base of more than 10,000 people spanning across 35 countries.

Mr. Perez is passionate about blockchain technology with six years’ experience in the sector as an investor and promoter, having raised substantial money in the market. He was instrumental in bringing companies successfully into European Markets and in 2016, was a consultant to Lifevantage Corporation, a Nasdaq-listed company (Nasdaq: LFVN). Mr. Perez also has direct sales experience as an insurance broker for a large French company.

We believe that our officers and directors are well qualified as leaders. In their prior positions they have gained experience in core management skills, such as strategic and financial planning, compliance, risk management, and leadership development. Our officers and directors also have experience serving on boards of directors of other public companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies.

Family Relationships

None.

Involvement in Certain Legal Proceedings

None of our ~~directors~~Directors, ~~executive~~Executive ~~officers~~Officers, promoters or control persons has been involved in any of the following events during the past 10 years:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an ~~executive~~Executive ~~officer~~Officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses;

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, Director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics ~~with~~as ~~the~~Exhibit 14.1 ~~SEC~~to this Annual Report on Form 10-K. You can review our Code of Ethics by accessing our public filings on the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Board and Committee Meetings

Our new Board of Directors currently consists of four members. The Board of Directors held two formal meetings between July 1, 2021 ~~and~~until year ended November 30, 2021.

Number and Terms of Office of Officers and Directors

Our officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Nomination Process

During the year ended November 30, 2021, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to to our Board of Directors. Our Board of Directors does not have a policy with regards to the consideration of any Director candidates ~~recommended~~ recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s ~~requirements~~ requirements as well as the qualifications of each candidate when the Board of Directors considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our Board of Directors, they may do so by sending communications to the President of our Company at the address on the cover of this Comprehensive Annual Report on Form 10-K.

Board Committees and Director Independence

Our common stock is quoted on the OTC Pink under the symbol “BOPO.” Under the rules of the OTC Pink, we are not required to maintain a majority of independent directors on our Board of Directors and we are not required to establish committees of the Board of Directors consisting of independent directors. We do not currently have any Board committees. Under applicable NYSE American rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. Our Board of Directors has determined in its business judgment that none of its current Board members qualifies as independent within the meaning of the NYSE American rules for U.S. Companies, the Sarbanes-Oxley Act and related SEC rules.

Audit Committee Financial Expert

Our Board of Directors does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

Limitation on Liability and Indemnification of Officers and Directors

Our bylaws provide that our directors and officers to the maximum extent permitted by the Nevada General Corporation Law and as set forth in the Articles of Incorporation. These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

The Board’s Role in Risk Oversight

Although our management is primarily responsible for managing our risk exposure on a daily basis, our Board of Directors oversees the risk management processes. Our Board, as a whole, determines the appropriate level of risk for our Company, assesses the specific risks that we face, and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our Board administers this risk management oversight function, our audit committee supports our Board in discharging its oversight duties and addresses risks inherent in its area.

Item 11. Executive Compensation

The ~~following~~ following is a summary of the compensation we accrued for our executive officers, for the fiscal years ended November 30, 2021, 2020 and ~~2020~~2019.

2020 ~~Summary~~ Summary Compensation Table

Name and Position(s)	Year		Salary($)		Bonus($)		Total Compensation
Troy MacDonald (1)		2021	$	0	$	0	$	0
Robert D. Kohn (1)		2021	$	25,000	$	0	$	0
Chief Executive Officer		2020	$	0	$	0	$	0
Chief Financial Officer and		2020	$	0	$	0	$	0
Robert D. Kohn (1)		2021	$	25,000	$	0	$	25,000
Former Chief Executive Officer (1)		2019	$	0	$	0	$	0
Chief Financial Officer and Former Chief Executive Officer		2020	$	0	$	0	$	0

(1) Mr. Kohn ceased to be Chief Executive Officer on June 29, 2021 in connection with the Acquisition. Mr. Kohn retained his position as Chief Financial Officer. On June 29, 2021, Troy MacDonald was appointed as Chief Executive Officer., ~~The~~and ~~salary~~Adam ~~for~~Benchaya was appointed as President and Chief Marketing Officer. Mr. Kohn’s ~~for~~ 2021 salary is accrued.

In connection with Mr. Kohn’s appointment as Chief Financial Officer in June 2021, the Company and Mr. Kohn entered into an Employment Agreement (the “Employment Agreement”) dated June 29, 2021. Pursuant to the terms of the Employment Agreement, Mr. Kohn agreed to serve as the Company’s Chief Financial Officer for an initial term expiring on June 16, 2022, with automatic one-year renewals. In exchange for Mr. Kohn’s services, the Company agreed to pay Mr. Kohn an annual base salary of $150,000, which amount will be accrued starting September 29, 2021. If the Company raises $5 million or more, then Mr. Kohn’s base salary will commence immediately and the Company will pay all accrued salary owed immediately.31

35During the fiscal years ended 2021 and 2020, there were no arrangements or plans in which we provided cash or equity compensation, or pension, retirement or similar benefits for our Executive Officers, and we did not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation was or may be paid to our directors or Executive Officers.

~~Pursuant to~~Grants ~~the terms~~ of ~~the~~Plan-Based Employment Agreement, the Company has the right to terminate Mr. Kohn’s employment for cause upon 14 days’ written notice. In the event Mr. Kohn’s employment is terminated for cause, the Company will pay to Mr. Kohn any unpaid base salary and any other payment required by law through the date of termination, and no bonus, incentive and option shares will be payable in the event of termination within one year of the date of the Employment Agreement. Upon one year completion of an employment term all bonuses, incentives and stock options will remain deliverable and payable as stipulated in the Employment Agreement shall be deemed earned and all unpaid salaries and bonuses shall be paid.Awards

~~In addition,~~There ~~the~~were ~~Company~~no ~~has~~grants ~~the~~of ~~right~~plan-based toawards ~~terminate~~during ~~Mr. Kohn’s employment upon 14 days’ notice to Mr. Kohn. In~~ the ~~event~~years ~~Mr.~~ended ~~Kohn’s employment~~November ~~is not terminated for cause~~30, ~~the~~2022 ~~Company~~or ~~will pay to Mr~~202111111111. Kohn any unpaid base salary and any other payment required until the end of the Employment Agreement, including any bonus, incentive and option shares. All bonuses, payables and stock options shall remain deliverable and payable as stipulated in the Employment Agreement and shall be deemed earned and all unpaid salaries and bonuses shall be paid.

~~Except as set~~Outstanding ~~forth~~Equity ~~above,~~Awards ~~during~~at ~~the~~Fiscal ~~fiscal~~Year years ended 2021 and 2020, there were no arrangements or plans in which we provided cash or equity compensation, or pension, retirement or similar benefits for our executive officers, and we did not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation was or may be paid to our directors or executive officers.End

~~Grants~~There ofwere ~~Plan-Based~~no ~~Awards~~outstanding equity awards at the years ended November 30, 2022 or 2021.

~~There were no~~Option ~~grants~~Exercises ofand ~~plan-based~~Stock ~~awards during the years ended November 30, 2021 or 2020.~~Vested

~~Outstanding~~During ~~Equity~~our ~~Awards~~fiscal atyears ~~Fiscal~~ended ~~Year~~November ~~End~~30, 2022 and 2021, there were no options exercised by our named executive officer.

~~There were no~~Compensation ~~outstanding~~of ~~equity awards at the years ended November 30, 2021 or 2020.~~Directors

~~Option~~We ~~Exercises~~do ~~and~~not ~~Stock~~have ~~Vested~~any agreements for compensating our directors for their services in their capacities as Directors.

~~During our fiscal~~Pension, ~~years~~Retirement ~~ended~~or ~~November~~Similar ~~30,~~Benefit ~~2021 and 2020, there were no options exercised by our named executive officers.~~Plans

~~Compensation~~There are no arrangements or plans in which we provide pension, retirement or similar benefits for our directors or Executive Officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or Executive Officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

~~We do not have~~Item ~~any~~12. ~~agreements~~Security ~~for~~Ownership ~~compensating~~of ~~our~~Certain ~~directors~~Beneficial ~~for~~Owners ~~their~~and ~~services~~Management inand ~~their~~Related ~~capacities~~Stockholder ~~as directors.~~Matters

~~Pension,~~The ~~Retirement~~following ortable ~~Similar~~provides ~~Benefit~~information ~~Plans~~concerning beneficial ownership of our common stock as of February __, 2022 by:

~~There~~● ~~are~~each ~~no arrangements~~stockholder, or ~~plans~~group inof ~~which~~affiliated ~~we provide pension~~stockholders, ~~retirement~~who orowns ~~similar~~more ~~benefits~~than ~~for~~5% of our ~~directors~~outstanding orcapital ~~executive~~stock; ~~officers.~~● Weeach ~~have~~of ~~no material~~our ~~bonus~~named orexecutive ~~profit-sharing~~officers; ~~plans~~● ~~pursuant~~each toof ~~which~~our ~~cash~~directors; orand ~~non-cash~~● ~~compensation~~all isof ~~or may be paid to~~ our directors orand executive officers, ~~except~~as ~~that stock options may be granted at the discretion of the Board of Directors or~~ a ~~committee thereof~~group.

~~Item~~Beneficial ownership 12is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. ~~Security~~Shares ~~Ownership~~of Common Stock subject to options and warrants currently exercisable or exercisable within 60 days of September ~~Certain~~3, ~~Beneficial~~2021 ~~Owners~~or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of September 3, 2021 are deemed outstanding and ~~Management~~beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and ~~Related~~percentage ~~Stockholder~~of ~~Matters~~shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

~~The following table provides information concerning beneficial ownership of our common stock as of February 17, 2022 by:~~32

● each stockholder, or group of affiliated stockholders, who owns more than 5% of our outstanding capital stock; ● each of our named executive officers; ● each of our directors; and ● all of our directors and executive officers as a group.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class (1)

Named Executive Officers and Directors:
Troy MacDonald		—	(2)		0.0	%
Paul Walton
Adam Benchaya		—	(4)		0.0	%
Thomas Perez		—	(5)		0.0	%
All officers and directors as a group (4 persons)		0	%		0	%
Other 5% Stockholders:
Rafael Ben Shaya		—	(6)		—	%
Riskless Partners, LLLP PO Box 600806 North Miami, Fl. 33160		5,805,000	(7)		12.9	%
Richard Reiner PO Box 811118 Boca Raton, FL 33481-1118		4,098,617			9.1	%
Robert Reiner PO Box 811118 Boca Raton, FL 33481-1118		4,110,000			9.1	%
Robert Kohn 9379 Equus Circle Boynton Beach, Florida		7,843,560			17.4	%

	(1)	The percent of class is based on the total number of common shares outstanding of 45,000,000 as of February __, 2022.

	(2)	Mr. MacDonald owns 205,000 Series C convertible preferred shares. The Series C convertible preferred shares can be converted at any time after June 29, 2022 at a conversion rate of 450 shares of common stock for each share of Series C convertible preferred shares.

	(3)	In addition to Mr. Kohn’s common stock ownership, China Energy Partners, LLC (“CEP”), an entity 50% owned by Mr. Kohn, owns one share of Series A preferred stock, representing 100% of the shares of Series A preferred stock outstanding. The share of Series A preferred stock entitles CEP to vote 50.1% of the issued and outstanding shares of the Company on all matters presented to the Company’s stockholders for approval. On June 29, 2021, the Company and CEP entered into a Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the share of Series A preferred stock from CEP. On June 29, 2021, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The share of Series A preferred stock will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the escrow agent to release the share of Series A preferred stock to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note). For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the share of Series A preferred stock upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.

	(4)	Mr. Benchaya owns 205,000 Series C convertible preferred shares. The Series C convertible preferred shares can be converted at any time after June 29, 2022 at a conversion rate of 450 shares of common stock for each share Series C convertible preferred shares.

	(5)	Mr. Perez owns 45,000 Series C convertible preferred shares. The Series C convertible preferred shares can be converted at any time after June 29, 2022 at a conversion rate of 450 shares of common stock for each share Series C convertible preferred shares.

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of common stock subject to options and warrants currently exercisable or exercisable within 60 days of February 17, 2022 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of February 17, 2022 are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.33

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership			Percent of Class (1)
	(6)	Mr. Ben Shaya owns 400,000 Series C convertible preferred shares. The Series C convertible preferred shares can be converted at any time after June 29, 2022 at a conversion rate of 450 shares of common stock for each share Series C convertible preferred shares.
Named Executive Officers and Directors:
	(7)	Bonnie Nelson is the sole managing member of Riskless Partners, LLLP, and has sole voting and dispositive power over the shares held by Riskless Partners, LLLP. Ms. Nelson was a member of the Company’s board of directors until her resignation on June 30, 2021.
Troy MacDonald			—	(2)		0.0	%
		In addition, Ms. Nelson owns 50% of CEP, which owns one share of Series A preferred stock, representing 100% of the shares of Series A preferred stock outstanding. The share of Series A preferred stock entitles CEP to vote 50.1% of the issued and outstanding shares of the Company on all matters presented to the Company’s stockholders for approval. On June 29, 2021, the Company and CEP entered into a Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the share of Series A preferred stock from CEP. On June 29, 2021, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The share of Series A preferred stock will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the escrow agent to release the share of Series A preferred stock to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note). For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the share of Series A preferred stock upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.
Robert D. Kohn			7,843,560	(3)		17.4	%
Adam Benchaya			—	(4)		0.0	%
Thomas Perez			—	(5)		0.0	%
All officers and directors as a group (4 persons)			7,843,560			17.4	%
Other 5% Stockholders:
Rafael Ben Shaya			—	(6)		—	%
Riskless Partners, LLLP PO Box 600806 North Miami, Fl. 33160			5,805,000	(7)		12.9	%
Richard Reiner 1310 Monk Rd. Gladwyne, PA 19035			4,098,617			9.1	%
Robert Reiner PO Box 811118 Boca Raton, FL 33481-1118			4,110,000			9.1	%

~~(1)~~Securities Authorized ~~The~~for ~~percent~~Issuance ofunder ~~class~~Equity isCompensation ~~based on the total number of common shares outstanding of 45,000,000 as of February 17, 2022.~~Plan

~~(2) Mr~~None. MacDonald owns 205,000 Series C convertible preferred shares. The Series C convertible preferred shares can be converted at any time after June 29, 2022 at a conversion rate of 450 shares of common stock for each share of Series C convertible preferred shares.

~~(3) In addition to Mr~~Item 13. ~~Kohn’s~~Certain ~~common~~Relationships stock ownership, China Energy Partners, LLC (“CEP”), an entity 50% owned by Mr. Kohn, owns one share of Series A preferred stock, representing 100% of the shares of Series A preferred stock outstanding. The share of Series A preferred stock entitles CEP to vote 50.1% of the issued and ~~outstanding~~Related ~~shares of the Company on all matters presented to the Company’s stockholders for approval. On June 29~~Transactions, ~~2021, the Company~~ and ~~CEP~~Director entered into a Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the share of Series A preferred stock from CEP. On June 29, 2021, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The share of Series A preferred stock will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the escrow agent to release the share of Series A preferred stock to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note). For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the share of Series A preferred stock upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.Independence

37Transactions with Related Persons

~~(4)~~Since December ~~Mr.~~1, ~~Benchaya owns 205~~2016,~~000~~ ~~Series~~there Chave ~~convertible~~been ~~preferred~~no ~~shares.~~transactions ~~The~~nor ~~Series~~are Cthere ~~convertible~~any ~~preferred~~proposed ~~shares~~transactions ~~can~~in bewhich ~~converted~~any atof ~~any~~our ~~time~~directors ~~after~~or ~~June~~nominees, executive 29officers, ~~2022~~or atany amember ~~conversion~~of ~~rate~~the ofimmediate ~~450~~family ~~shares~~of any of ~~common~~the ~~stock~~foregoing ~~for~~had ~~each~~or ~~share~~is ~~Series~~to Chave ~~convertible~~a ~~preferred~~direct ~~shares~~or indirect material interest.

(5) Mr. Perez owns 45,000 Series C convertible preferred shares. The Series C convertible preferred shares can be converted at any time after June 29, 2022 at a conversion rate of 450 shares of common stock for each share Series C convertible preferred shares.Tokens transaction

~~(6) Mr. Ben Shaya owns 400~~17,500,000 Tokens ~~Series~~in Cexchange ~~convertible preferred shares. The Series C convertible preferred shares can be converted at any time after June 29, 2022 at a conversion rate of 450 shares of common stock~~ for ~~each~~the ~~share~~Membership ~~Series C convertible preferred shares.~~Program

~~(7)~~The Company’s ~~Bonnie~~Board ~~Nelson~~conducts isan ~~the~~appropriate ~~sole~~review ~~managing~~of ~~member~~and oversees all related party transactions on a continuing basis and reviews potential conflict of ~~Riskless~~interest ~~Partners~~situations where appropriate. The Board has not adopted formal standards to apply when it reviews, ~~LLLP~~approves or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and ~~has~~reasonable ~~sole~~to the ~~voting~~Company and ~~dispositive~~on ~~power~~terms ~~over~~comparable ~~the~~to ~~shares~~those ~~held~~reasonably byexpected ~~Riskless~~to ~~Partners,~~be ~~LLLP.~~agreed ~~Ms.~~to ~~Nelson~~with ~~was~~independent athird ~~member~~parties offor the ~~Company’s~~same ~~board~~goods ofand/or services ~~directors~~at ~~until~~the ~~her~~time ~~resignation~~they onare ~~June~~authorized ~~30,~~by ~~2021~~the Board.

~~In addition,~~Director Ms. Nelson owns 50% of CEP, which owns one share of Series A preferred stock, representing 100% of the shares of Series A preferred stock outstanding. The share of Series A preferred stock entitles CEP to vote 50.1% of the issued and outstanding shares of the Company on all matters presented to the Company’s stockholders for approval. On June 29, 2021, the Company and CEP entered into a Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the share of Series A preferred stock from CEP. On June 29, 2021, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The share of Series A preferred stock will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the escrow agent to release the share of Series A preferred stock to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note). For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the share of Series A preferred stock upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.Independence

~~Securities~~We ~~Authorized~~currently ~~for~~have ~~Issuance~~no ~~under~~independent ~~Equity Compensation Plan~~directors.

~~None~~Item 14. Principal Accountant Fees and Services

~~Item~~The aggregate 13fees billed for the fiscal years ended November 30, 2021 and 2020 for (i) professional services rendered by B.F. ~~Certain~~Borgers, ~~Relationships~~our principal accountant for the audit of our annual financial statements and review of financial statements included in Form 10-Q (“Audit Fees”), (ii) assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and not reportable under Audit Fees (the “Audit Related ~~Transactions~~Fees”), (iii) tax compliance, advice, and ~~Director~~planning ~~Independence~~(“Tax Fees”), and (iv) other products or services provided (“Other Fees”) were:

Transactions with Related Persons

	Fiscal Year Ended November 30,
	2022		2021		2020
Audit Fees	$	118,000	$	96,000	$	—
Audit-Related Fees		—		—		—
Tax Fees		—		—		—
All Other Fees		—		—		—
Total	$	118,000	$	96,000	$	—

Except as set forth below, since December 1, 2019, there have been no transactions nor are there any proposed transactions in which any of our directors or nominees, executive officers, or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.34

OnPre-Approval June 29, 2021 the Company entered into an employment agreement with Robert Kohn. The Company agreed to an annual salary of $150,000 beginning On September 30, 2021. As of November 30, 2021 the Company accrued $25,000.Policy

~~During~~The Board of Directors reviews and approves the ~~year~~audit and non-audit services to be provided by our independent registered public accounting ~~ended~~firm ~~November~~during 30the fiscal year, ~~2021~~considers the ~~Company~~effect ~~issued~~that ~~17,500,000~~performing ~~HyFi~~those ~~Tokens~~services tomight ~~related~~have ~~parties~~on ~~for~~audit ~~the~~independence ~~purchase~~and approves management’s engagement of ~~technology.~~our ~~The~~independent ~~Technology~~registered ~~has a~~public ~~historical~~accounting ~~value~~firm ofto $0perform those services. InThe ~~addition,~~Board of Directors reserves the ~~Company~~right to ~~issued~~appoint ~~Troy~~a ~~MacDonald~~different ~~175,000~~independent ~~HyFi~~registered ~~Tokens~~public asaccounting ~~consideration~~firm ~~for~~at ~~his~~any ~~sale~~time during the fiscal year if the Board of ~~HyFi~~Directors ~~tokens~~believes atthat 5%a change is in the best interest of the ~~related~~Company ~~token~~and ~~sales~~our stockholders.

38PART IV

~~The Company’s~~Item ~~Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate~~15. ~~The Board has not adopted formal standards to apply when it reviews~~Exhibits, ~~approves~~Financial orStatement ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board.Schedules

Director Independence

Number	Description

3.1	Articles of Incorporation	Previously filed(1)

3.1(a)	Amendment to Articles of Incorporation	Previously filed(1)

3.1(b)	Certificate of Designation of the Rights, Preferences and Privileges Of Series A Preferred Stock of BioPower Operations Corporation	Previously filed(1)

3.1(c)	Certificate of designations for Series C preferred stock.	Previously filed(8)

3.2	Bylaws	Previously filed(1)

4.1	Specimen of Stock Certificate	Previously filed(1)

10.1	Employment Agreement between Robert Kohn and the Company dated January 5, 2011.	Previously filed(1)

10.2	Demand Note, dated November 30, 2010, issued to Mr. Robert Kohn	Previously filed (4)

10.3	Demand Note, dated November 30, 2010, issued to Ms. Bonnie Nelson	Previously filed (4)

10.5	Asset Purchase Agreement dated June 29, 2021 by and among BioPower Operations Corporation and Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).

10.6	Share Redemption Agreement dated as of June 29, 2021 by and between the registrant and China Energy Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).

~~We currently have no independent directors.~~35

Item 14. Principal Accountant Fees and Services

10.7	Senior Promissory Note, dated June 29, 2021, issued by the registrant to China Energy Partners, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).

10.8	Employment Agreement dated June 29, 2021 by and between the registrant and Robert Kohn (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).

14.1	Code of Ethics adopted September 1, 2021.	Previously filed(8)

16.1	Letter dated August 31, 2021 from MaloneBailey LLP to the SEC.	Previously filed(8)

21.1	List of Subsidiaries	Previously filed(8)

31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

101	Interactive data files pursuant to Rule 405 of Regulation S-T	Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The aggregate fees billed for the fiscal years ended November 30, 2021 and 2020 for (i) professional services rendered by B.F. Borgers, our principal accountant for the audit of our annual financial statements and review of financial statements included in Form 10-Q (“Audit Fees”), (ii) assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and not reportable under Audit Fees (the “Audit Related Fees”), (iii) tax compliance, advice, and planning (“Tax Fees”), and (iv) other products or services provided (“Other Fees”) were:

(1)	Incorporated by reference to our Registration Statement on Form S-1 (Reg. No. 333-172139) filed with the SEC on February 09, 2011.

(2)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated March 16, 2011.

(3)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated April 8, 2011.

(4)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated April 29, 2011.

(5)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated May 18, 2011.

(6)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated July 21, 2011.

(7)	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 17, 2012.

(8)	Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on September 3, 2021.

	2021		2020
Audit Fees	$	96,000	$	—
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	96,000	$	—

Item 16. 10-K Summary

~~Pre-Approval Policy~~None.

The Board of Directors reviews and approves the audit and non-audit services to be provided by our independent registered public accounting firm during the fiscal year, considers the effect that performing those services might have on audit independence and approves management’s engagement of our independent registered public accounting firm to perform those services. The Board of Directors reserves the right to appoint a different independent registered public accounting firm at any time during the fiscal year if the Board of Directors believes that a change is in the best interest of the Company and our stockholders.36

39SIGNATURES

~~PART~~Pursuant to IVthe requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on June 16, 2023, by the undersigned thereunto duly authorized.

~~Item~~BioPower ~~15.~~Operations ~~Exhibits~~Corporation ~~and~~/s/ Troy MacDonald Troy MacDonald Chief Executive Officer (principal executive officer) /s/ Troy MacDonald Troy MacDonald Chief Financial ~~Statement~~Officer ~~Schedules~~(principal financial officer and principal accounting officer)

Number	Description
3.1	Articles of Incorporation	Previously filed(1)
3.2	Amendment to Articles of Incorporation	Previously filed(1)
3.3	Certificate of Designation of the Rights, Preferences and Privileges Of Series A Preferred Stock of BioPower Operations Corporation	Previously filed(1)
3.4	Certificate of designations for Series C preferred stock (incorporated by reference to Exhibit 3.1(c) to our Annual Report on Form 10-K filed with the SEC on September 3, 2021).
3.5	Amended and Restated Articles (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
3.6	Certificate of Designations of Preferences and Rights of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
3.7	Certificate of Amendment (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
3.2	Bylaws	Previously filed(1)
4.1	Specimen of Stock Certificate	Previously filed(1)
10.1	Employment Agreement between Robert Kohn and the Company dated January 5, 2011.	Previously filed(1)
10.2	Demand Note, dated November 30, 2010, issued to Mr. Robert Kohn	Previously filed (4)
10.3	Demand Note, dated November 30, 2010, issued to Ms. Bonnie Nelson	Previously filed (4)
10.4	Dale Shepherd, President of BioPower, Loan Agreement dated February 22, 2012
10.5	Asset Purchase Agreement dated June 29, 2021 by and among BioPower Operations Corporation and Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).
10.6	Share Redemption Agreement dated as of June 29, 2021 by and between the registrant and China Energy Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).
10.7	Senior Promissory Note, dated June 29, 2021, issued by the registrant to China Energy Partners, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).
10.8	Employment Agreement dated June 29, 2021 by and between the registrant and Robert Kohn (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).
14.1	Code of Ethics adopted September 1, 2021 (incorporated by reference to Exhibit 14.1 to our Annual Report on Form 10-K filed with the SEC on September 3, 2021).
21.1	List of Subsidiaries	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
101	Interactive data files pursuant to Rule 405 of Regulation S-T	Filed herewith

POWER OF ATTORNEY

101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The registrant and each person whose signature appears below hereby appoint Troy MacDonald and Robert D. Kohn, and each of them, as attorneys-in-fact with full power of substitution, severally, to execute in the name and on behalf of the registrant and each such person, individually and in each capacity stated below, one or more amendments to the annual report on Form 10-K, which amendments may make such changes in the report as the attorney-in-fact acting deems appropriate and to file any such amendment to the report with the Securities and Exchange Commission.

(1)	Incorporated by reference to our Registration Statement on Form S-1 (Reg. No. 333-172139) filed with the SEC on February 09, 2011.
(2)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated March 16, 2011.
(3)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated April 8, 2011.
(4)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated April 29, 2011.
(5)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated May 18, 2011.
(6)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated July 21, 2011.
(7)	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 17, 2012.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Item 16. 10-K Summary

Signature	Title	Date

/s/ Troy MacDonald	Chairman and Chief Executive Officer	June 16, 2023
Troy MacDonald	(principal executive officer)

/s/ Troy MacDonald	Chief Financial Officer and Director	June 16, 2023
Troy MacDonald	(principal financial officer and principal accounting officer)

/s/ Adam Benchaya	President, Chief Marketing Officer and Director	June 16, 2023
Adam Benchaya

/s/ Thomas Perez	Director	June 16, 2023
Thomas Perez

~~None.~~37

40Report of Independent Registered Public Accounting Firm

~~SIGNATURES~~To the shareholders and the board of directors of BioPower Operations Corporation

~~Pursuant to~~Opinion ~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed~~ on ~~its behalf by~~ the ~~undersigned,~~Financial ~~thereunto duly authorized.~~Statements

	BioPower Operations Corporation
Date: February 17, 2022	/s/ Troy MacDonald
	Troy MacDonald
	Chief Executive Officer
	(principal executive officer)
Date: February 17, 2022	/s/ Robert D. Kohn
	Robert D. Kohn
	Chief Financial Officer
	(principal financial officer and principal accounting officer)

We have audited the accompanying consolidated balance sheets of BioPower Operations Corporation as of November 30, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~POWER~~Substantial Doubt OFabout ~~ATTORNEY~~the Company’s Ability to Continue as a Going Concern

The ~~registrant~~accompanying ~~and~~financial ~~each~~statements ~~person~~have ~~whose~~been ~~signature~~prepared ~~appears~~assuming ~~below~~that ~~hereby~~the ~~appoint~~Company ~~Troy~~will ~~MacDonald~~continue ~~and~~as ~~Robert~~a Dgoing concern. ~~Kohn,~~As ~~and~~discussed ~~each of them, as attorneys-~~in~~-fact~~ Note ~~with~~2 ~~full~~to ~~power~~the offinancial ~~substitution~~statements, ~~severally,~~the toCompany ~~execute~~has insuffered ~~the~~recurring ~~name~~losses from operations and onhas ~~behalf~~a ofsignificant ~~the~~accumulated ~~registrant~~deficit. ~~and~~In addition, ~~each~~the ~~such~~Company ~~person,~~continues ~~individually and~~to inexperience ~~each~~negative ~~capacity~~cash ~~stated~~flows ~~below,~~from ~~one~~operations. orThese ~~more~~factors ~~amendments~~raise tosubstantial ~~the~~doubt ~~annual~~about ~~report~~the onCompany's ability ~~Form~~to ~~10-K,~~continue ~~which~~as ~~amendments~~a ~~may~~going ~~make~~concern. ~~such~~Management's ~~changes~~plans in ~~the~~ ~~report~~regard asto ~~the~~these ~~attorney-~~matters are also described in~~-fact~~ ~~acting~~Note ~~deems~~2. ~~appropriate~~The ~~and~~financial tostatements do ~~file~~not include any ~~such~~adjustments ~~amendment~~that tomight ~~the~~result ~~report~~from ~~with~~ the ~~Securities~~outcome ~~and~~of ~~Exchange Commission~~this uncertainty.

~~Pursuant~~Basis tofor ~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Opinion

Signature	Title	Date
/s/ Troy MacDonald	Chairman and Chief Executive Officer	February 17, 2022
Troy MacDonald	(principal executive officer)
/s/ Robert D. Kohn	Chief Financial Officer and Director	February 17, 2022
Robert D. Kohn	(principal financial officer and principal accounting officer)
/s/ Adam Benchaya	President, Chief Marketing Officer and Director	February 17, 2022
Adam Benchaya
/s/ Thomas Perez	Director	February 17, 2022
Thomas Perez

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

41We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

~~BIOPOWER~~Our audit ~~OPERATIONS~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or ~~CORPORATION~~fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~INDEX~~/S/ BF TOBorgers ~~FINANCIAL STATEMENTS~~CPA PC (PCAOB ID 5041)

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets, as of November 30, 2021 and 2020	F-3
Consolidated Statements of Operations, Fiscal Years Ended November 30, 2021 and 2020	F-4
Consolidated Statements of Cash Flows, Fiscal Years Ended November 30, 2021 and 2020	F-5
Consolidated Statement of Stockholders’ Deficit, Fiscal Years Ended November 30, 2021 and 2020	F-6
Notes to Consolidated Financial Statements	F-7

We have served as the Company's auditor since 2021

~~F-1~~Lakewood, CO

~~Report of~~June ~~Independent~~16, ~~Registered Public Accounting Firm~~2023

~~To the shareholders and the board of directors of BioPower Operations Corporation~~F-1

~~Opinion~~BioPower ~~on the~~Operations ~~Financial~~Corporation ~~Statements~~and Subsidiaries

WeConsolidated ~~have~~Balance audited the accompanying consolidated balance sheets of BioPower Operations Corporation as of November 30, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.Sheets

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

	November 30,			November 30,
	2022			2021

Assets
Current assets
Cash and cash equivlants	$	825		$	95,973
Accounts receivable		331
Inventory		12,893
Total assets	$	14,049		$	95,973

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	451,846		$	563,967
Accounts payable and accrued expenses - related party		2,295,213			1,530,668
Accounts payable and accrued expenses		2,295,213			1,530,668
Deferred revenue		375,000			-
Notes payable		130,671			130,671
Convertible debt vsriable priced converstion, not of discount of $66,583		157,167			-
Convertible debt		368,031			368,031
Convertible debt - related parties,		399,447			399,447
Convertible debt
Notes payable Senior secured - related party		-			1,000,000
Notes payable		193,667			193,667
Notes payable - related parties		1,320,700			1,320,700
Notes payable		1,320,700			1,320,700
Derivative liability		262,050			-
Total current liabilities		5,953,792			5,507,151

Commitments and Contingencies (Note 9)		-			-

Stockholders’ deficit
Preferred stock - Series A, $1.00 par value: 10,000 authorized, 0 and 1 shares issued and outstanding on November 30, 2022 and November 30, 2021, respectively		-			-
Preferred stock - Series C, $.001 par value: 5,000,000 authorized, 900,000 and 0 shares issued and outstanding on November 30, 2022 and November 30, 2021, respectively		900			900
Preferred stock , value		900			900
Common Stock owed		125,000
Common stock, $.0001 par value: 500,000,000 authorized; 45,625,000 and 45,000,000 issued and outstanding on November 30, 2022 and November 30, 2021, respectively		4,564			4,501
Additional paid-in capital		4,279,317			4,140,411
Accumulated deficit		(10,349,524	)		(9,556,990	)
Total stockholders’ deficit		(5,939,743	)		(5,411,178	)
Total liabilities and stockholders’ deficit	$	14,049			95,973

The accompanying ~~financial~~ ~~statements~~notes ~~have~~are ~~been~~an ~~prepared~~integral ~~assuming~~part ~~that~~of ~~the Company will continue as a going concern. As discussed in Note 2 to the financial~~these ~~statements,~~consolidated the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty~~.

~~Basis for Opinion~~F-2

~~These~~BioPower ~~financial statements~~Operations ~~are~~Corporation the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Subsidiaries

WeConsolidated ~~conducted our~~Statements ~~audit in accordance with the standards~~ of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting 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.Operations

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

	2022			2021
	For the Years Ended November 30,
	2022			2021
Revenue:
Sale of Tokens		461,000			175,000
Sale of Tokens - related party		110,700			-
Total Revenue	$	571,700		$	175,000

Operating expenses
Selling, general and administrative expenses		1,163,484			461,263
Total operating expenses		1,163,484			461,263

Income / (Loss) from operations		(591,784	)		(286,263	)

Other expenses
Gsin on derivative		69,722			-
Loan costs		(3,750	)		-
Interest expense		(152,048	)		(44,990	)
Interest expense -related party		(114,674	)		(110,071	)
Total other expenses		(200,750	)		(155,061	)

Net loss	$	(792,534	)	$	(441,324	)

Net loss per common share: basic and diluted	$	(0.02	)	$	(0.01	)

Weighted average common shares outstanding: basic and diluted		45,302,198			43,915,714

~~/S/~~The BFaccompanying ~~Borgers~~notes are an integral part of these ~~CPA~~consolidated PCfinancial statements.

~~BF Borgers CPA PC~~F-3

WeBioPower ~~have~~Operations ~~served as~~Corporation ~~the~~and ~~Company’s auditor since 2021~~Subsidiaries

~~Lakewood,~~Consolidated COStatements of Cash Flows

February 17, 2022

	2022			2021
	For the Years Ended November 30,
	2022			2021
Cash flows from operating activities
Net loss	$	(792,534	)	$	(441,324	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services		-			2,500
Amortization of debt discount		154,167			-
Gain on derivative		(69,722	)		-
Adjustments to reconcile net loss to net
Changes in operating assets and liabilities
Increase in accounts receivable		(331	)		-
increase in inventory		(12,893	)		-
Accounts payable and accrued expenses		12,879			195,266
Accounts payable and accrued expenses - related party		639,545			39,531
Deferred revenge		375,000			-
Net cash used in operating activities		306,111			(204,027	)

Cash flow from financing activities
Convertible notes payable		223,750			-
Repayment of Notes payable Senior secured - related party		(1,000,000	)		-
Proceeds from issuance of common stock		374,991			300,000
Net cash provided by financing activities		(401,259	)		300,000

Net increase in cash and cash equivalents		(95,148	)		95,973
Cash and cash equivalents at beginning of period		95,973
Cash and cash equivalents at end of period	$	825		$	95,973

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of cash flow information:
Conversion of Series A preferred stock to notes payable - related party	$	-		$	(1,000,000	)
Common stock issued for accrued severance	$	-		$	37,500
Common stock issued for accrued salary - related party	$	-		$	54,615
Debt Discount	$	220,750		$	-
Initial Derivative	$	(220,750	)	$	-

~~F-2~~The accompanying notes are an integral part of these consolidated financial statements.

~~BioPower Operations Corporation and Subsidiaries~~F-4

~~Consolidated Balance~~BioPower ~~Sheets~~Operations Corporation and Subsidiaries

	November 30, 2021			November 30, 2020
Assets
Current assets
Cash	$	95,973		$	-
Total assets	$	95,973		$	-
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	563,967		$	406,202
Accounts payable and accrued expenses - related party		1,530,668			1,545,751
Notes payable		130,671			130,671
Convertible debt		368,031			368,031
Convertible debt - related parties,		399,447			399,447
Notes payable Senior secured - related party		1,000,000			-
Notes payable		193,667			193,667
Notes payable - related parties		1,320,700			1,320,700
Total current liabilities		5,507,151			4,364,469
Commitments and Contingencies (Note 9)		-			-
Stockholders’ deficit
Preferred stock - Series A, $1.00 par value: 10,000 authorized, 0 and 1 shares issued and outstanding on November 30, 2021 and November 30, 2020, respectively		-			1
Preferred stock - Series C, $.001 par value: 5,000,000 authorized, 900,000 and 0 shares issued and outstanding on November 30, 2021 and November 30, 2020, respectively		900			-
Preferred stock
Common stock, $.0001 par value: 500,000,000 authorized; 45,000,000 and 43,107,680 issued and outstanding on November 30, 2021 and November 30, 2020, respectively		4,501			4,312
Additional paid-in capital		4,140,411			4,746,884
Accumulated deficit		(9,556,990	)		(9,115,666	)
Total stockholders’ deficit		(5,411,178	)		(4,364,469	)
Total liabilities and stockholders’ deficit	$	95,973			-

Consolidated Statements of Changes in Stockholders’ Deficit

~~The~~For ~~accompanying~~the ~~notes~~Tyear ~~are~~Ended ~~an integral~~November ~~part~~30, of2022 ~~these~~and ~~consolidated financial statements.~~2021

~~F-3~~(Unaudited)

BioPower Operations Corporation and Subsidiaries

	Shares			Par			Shares		Par		Shares		Dollar		Shares		Par		Paid-in			Accumulated
	Preferred Stock - Series A						Preferred Stock				Common Stock payable				Common Stock				Additional
	Shares			Par			Shares		Par		Shares		Dollar		Shares		Par		Paid-in			Accumulated
	Outstanding			Amount			Outstanding		Amount		Issuable		Amount		Outstanding		Amount		Capital			Deficit			Total
Balance November 30, 2020		1			1			-		-		-	$	-		43,107,680	$	4,312	$	4,746,884		$	(9,115,666	)	$	(4,364,469	)
Sales of preferred stock		-			-			900,000		900		-		-		-		-		299,100			-			300,000
Conversion of Series A preferred stock to notes payable - related party		(1	)		(1	)		-		-		-		-		-		-		(999,999	)		-			(1,000,000	)
Common stock issued for services		-			-			-		-		-		-		50,000		5		2,495			-			2,500
Common stock issued for accrued severance		-			-			-		-		-		-		750,000		75		37,425			-			37,500
Common stock issued for accrued salary - related party		-			-			-		-		-		-		1,092,320		109		54,506			-			54,615
Net loss, for year ended November 30, 2021		-			-			-		-		-		-		-		-		-			(441,324	)		(441,324	)
Balance November 30, 2021		-		$	-			900,000	$	900		-	$	-		45,000,000	$	4,501	$	4,140,411		$	(9,556,990	)	$	(5,411,178	)
Balance		-		$	-			900,000	$	900		-	$	-		45,000,000	$	4,501	$	4,140,411		$	(9,556,990	)	$	(5,411,178	)

Sale of common stock		-			-			-		-		500,000		125,000		625,000		63		249,928			-			374,991
Derivative liability		-			-			-		-		-		-		-		-		(111,022	)		-			(111,022	)
Net loss, for year ended November 30, 2022		-			-			-		-		-		-		-		-		-			(792,534	)		(792,534	)
Net loss		-			-			-		-		-		-		-		-		-			(792,534	)		(792,534	)
Balance November 30, 2022		-		$	-			900,000	$	900		500,000	$	125,000		45,625,000	$	4,564	$	4,279,317		$	(10,349,524	)	$	(5,939,743	)
Balance		-		$	-			900,000	$	900		500,000	$	125,000		45,625,000	$	4,564	$	4,279,317		$	(10,349,524	)	$	(5,939,743	)

~~Consolidated Statements~~The accompanying notes are an integral part of ~~Operations~~these consolidated financial statements.

	2021			2020
	For the Years Ended November 30,
	2021			2020
Revenue	$	175,000		$	-
Operating expenses
Selling, general and administrative expenses		461,263			-
Total operating expenses		461,263			-
Loss from operations		(286,263	)		-
Other expenses
Interest expense		(44,990	)		(44,990	)
Interest expense -related party		(110,071	)		(84,755	)
Total other expenses		(155,061	)		(129,745	)
Net loss	$	(441,324	)	$	(129,745	)
Net loss per common share: basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average common shares outstanding: basic and diluted		43,915,714			43,107,680

F-5

~~The accompanying notes are an~~BioPower ~~integral~~Operations ~~part~~Corporation ofand ~~these consolidated financial statements.~~Subsidiaries

~~F-4~~Notes to Consolidated Financial Statements

~~BioPower Operations~~November ~~Corporation~~30, ~~and~~2022 ~~Subsidiaries~~

~~Consolidated Statements~~Note of1. ~~Cash Flows~~Organization

	2021			2020
	For the Years Ended November 30,
	2021			2020
Cash flows from operating activities
Net loss	$	(441,324	)	$	(129,745	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services		2,500
Adjustments to reconcile net loss to net
Changes in operating assets and liabilities
Accounts payable and accrued expenses		195,266			44,990
Accounts payable and accrued expenses - related party		39,531			84,755
Net cash used in operating activities		(204,027	)		-
Cash flow from financing activities
Proceeds from issuance of preferred stock		300,000			-
Net cash provided by financing activities		300,000			-
Net increase in cash and cash equivalents		95,973			-
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	$	95,973		$	-
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of cash flow information:
Conversion of series A preferred stock to notes payable - related party	$	(1,000,000	)	$	-
Common stock issued for accrued severance	$	37,500		$	-
Common stock issued for accrued salary - related party	$	54,615		$	-

BioPower Corporation (“BioPower” or the “Company”) was incorporated in the State of Florida on September 13, 2010. On January 5, 2011, the Company re-domiciled to Nevada and formed BioPower Operations Corporation, a Nevada corporation. On January 6, 2011, the shareholders of BioPower Corporation contributed their shares of BioPower Corporation to BioPower Operations Corporation and BioPower Corporation became a wholly owned subsidiary.

~~The~~On ~~accompanying~~October ~~notes~~24, ~~are~~2014, the Company executed a Share Exchange Agreement (“SEA”) with Green3Power Holdings Company (“G3P”) to acquire G3P and its wholly owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G3P OPS”), and Green3Power International Company, a Nevis corporation (“G3PI”). This transaction was a stock for stock exchange (the “Exchange”), which was accounted for as an acquisition ~~integral~~and ~~part~~recorded as an expense based on the fair value of ~~these~~the ~~consolidated~~Company’s ~~financial~~common ~~statements~~stock as of the date of the exchange. Also exchanged was one share of the Company’s Series B preferred stock, which is convertible into common shares two years from the date of the SEA, if certain milestones are met as required by the SEA. No value was attributed to the preferred share. We conduct all of our operations through G3P and its subsidiaries which are primarily engaged in the development of waste-to-energy projects and services including design, permitting, equipment procurement, construction management and operations and maintenance of the intended facilities. We intend to hold equity interests in the waste-to-energy facilities on a global basis and operate and maintain the facilities. A second business unit is focused on providing waste remediation services globally.

~~F-5~~The Company’s fiscal year end is November 30.

On January 6, 2011, we acquired 100% of BioPower ~~Operations~~ Corporation (“BC”), a Florida corporation incorporated on September 13, 2010, by our then-CEO and ~~Subsidiaries~~Director contributing 100% of the outstanding shares to the Company. As a result, BC became a wholly owned subsidiary of the Company.

~~Consolidated~~On May 12, 2012, the Company formed FTZ Energy Exchange ~~Statements~~Inc., a wholly owned subsidiary, for the future development of ~~Changes~~an inenergy ~~Stockholders~~exchange. On June 7, 2012, the Company’s ~~Deficit~~then-Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC (“FTZ”), a wholly owned subsidiary, to the Company for no consideration. FTZ is a licensing company that licenses business know-how and technology to build transaction fee-based exchanges for the sale of products and services in vertical markets.

~~For the Years Ended November 30, 2021 and 2020~~F-6

	Shares Outstanding			Par Amount			Shares Outstanding		Par Amount		Shares Outstanding		Par Amount		Paid-in Capital			AccumulatedDeficit			Total
	Preferred Stock						Preferred Stock				Common Stock				Additional
	Shares Outstanding			Par Amount			Shares Outstanding		Par Amount		Shares Outstanding		Par Amount		Paid-in Capital			AccumulatedDeficit			Total
Balance November 30, 2019		1			1			-		-		43,107,680	$	4,312	$	4,746,884		$	(8,985,921	)	$	(4,234,724	)
Sales of preferred stock
Sales of preferred stock, shares
Conversion of series A preferred stock to notes payable - related party
Conversion of Series A preferred stock to notes payable - related party, shares
Common stock issued for services
Common stock issued for services, shares
Common stock issued for accrued severance
Common stock issued for accrued severance, shares
Common stock issued for accrued salary - related party
Common stock issued for accrued salary - related party, shares
Net loss, for the year ended November 30, 2020		-			-			-		-		-		-		-			(129,745	)		(129,745	)
Balance November 30, 2020		1		$	1			-	$	-		43,107,680	$	4,312	$	4,746,884		$	(9,115,666	)	$	(4,364,469	)
Sales of preferred stock		-			-			900,000		900		-		-		299,100			-			300,000
Conversion of series A preferred stock to notes payable - related party		(1	)		(1	)		-		-		-		-		(999,999	)		-			(1,000,000	)
Common stock issued for services		-			-			-		-		50,000		5		2,495			-			2,500
Common stock issued for accrued severance		-			-			-		-		750,000		75		37,425			-			37,500
Common stock issued for accrued salary - related party		-			-			-		-		1,092,320		109		54,506			-			54,615
Net loss, for year ended November 30, 2021		-			-			-		-		-		-		-			(441,324	)		(441,324	)
Net Income/Loss		-			-			-		-		-		-		-			(441,324	)		(441,324	)
Balance November 30, 2021		-		$	-			900,000	$	900		45,000,000	$	4,501	$	4,140,411		$	(9,556,990	)	$	(5,411,178	)

On August 2, 2012, the Company formed Agribopo, Inc., a wholly owned subsidiary, for the development of biomass related projects. On November 27, 2012, the Company entered into a non-exclusive global license with Advanced Green Technologies, LLC to convert biomass wastes from animals, humans and cellulosic biomass to cellulosic ethanol, fertilizer and other derivative products.

~~The~~On ~~accompanying~~October 24, 2014, the Company entered into the ~~notes~~SEA ~~are~~with anG3P ~~integral~~to ~~part~~acquire ofG3P ~~these~~and ~~consolidated~~its ~~financial~~wholly ~~statements~~owned subsidiaries, G3P OPS and G3PI through the Exchange.

FBy October 24, 2016, G3P had failed to meet the provisions of the SEA that would allow G3P to take over control of the Company. As a result, the Company’s Board of Directors tried to come to an arrangement to separate BioPower from its subsidiaries, but in the end, decided that it would be in the best interests of the Company’s shareholders to move forward looking for a new acquisition. From October 24, 2016 until February 2017, the Company continued project development of waste-6to-energy projects with extremely limited funds. In February 2017, the Company ceased all operations. At that time, we became a shell company.

~~BioPower~~In ~~Operations~~2019, we entered into a memorandum of understanding ~~Corporation~~with WPP Energy GmbH and ~~Subsidiaries~~China Energy Partners, LLC (“CEP”), but after exhausting all efforts we were unable to negotiate a definitive agreement or close the transaction.

~~Notes~~On toJune ~~Consolidated~~29, 2021, we entered into an Asset Purchase ~~Financial~~Agreement ~~Statements~~(the “APA”) with Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy (collectively, Messrs. Ben Shaya, MacDonald, Benchaya, Perez, Saban and Pouchoy are referred to herein as the “Sellers”).

~~November~~Pursuant 30to the terms of the APA, the Company agreed ~~2021~~to acquire from the Sellers, and ~~2020~~the Sellers agreed to sell to the Company, certain assets comprised of the goodwill, intellectual property, business proprietary know-how and trade secrets, intangible property and other assets of Sellers’ business with respect to HyFi, and any and all rights of Sellers in and to the foregoing (the “Assets”), and certain governance/utility virtual tokens (collectively, the “HyFi Tokens”) expected to be used as a means of payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The “HyFi Platform” refers to the HyFi Decentralized Finance (“DeFi”) exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens (“NFTs”) in connection with qualifying products, licenses and projects.

~~Audited~~In addition, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”). The Company used the Cash Consideration to bring the Company into a fully reporting status with the Securities and Exchange Commission (the “SEC”) and for public company operating expenses.

~~Note~~Pursuant 1to the terms of the APA, the Company agreed to file with the State of Nevada the certificate of designation for the Series C preferred stock on or before the date that is 60 calendar days after the closing of the Acquisition. ~~Organization:~~In exchange for the sale of the Assets and the Cash Consideration, the Company agreed to issue to the Sellers an aggregate of 900,000 Series C preferred shares within 30 calendar days after the State of Nevada provides written confirmation of filing of the certificate of designation for the Series C preferred stock.

~~BioPower Corporation (“BioPower” or the “Company”) was incorporated in the State of Florida on September 13, 2010. On January 5, 2011, the Company re~~F-domiciled to Nevada and formed BioPower Operations Corporation, a Nevada corporation. On January 6, 2011, the shareholders of BioPower Corporation contributed their shares of BioPower Corporation to BioPower Operations Corporation and BioPower Corporation became a wholly owned subsidiary.7

OnPursuant ~~October 24, 2014, the Company executed a Share Exchange Agreement (“SEA”) with Green3Power Holdings Company (“G3P”)~~ to acquire G3P and its wholly owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G3P OPS”), and Green3Power International Company, a Nevis corporation (“G3PI”). This transaction was a stock for stock exchange (the ~~“Exchange”),~~terms ~~which was accounted for as an acquisition and recorded as an expense based on the fair value~~ of the ~~Company’s~~APA, ~~common stock as of~~ the ~~date~~parties agreed ofthat the ~~exchange. Also exchanged was one share of the Company’s~~ Series BC preferred stock, ~~which~~will ishave ~~convertible into common shares two years from~~ the ~~date~~following ~~of the SEA~~terms, ifamong certain milestones are met as required by the SEA. No value was attributed to the preferred share. We conduct all of our operations through G3P and its subsidiaries which are primarily engaged in the development of waste-to-energy projects and services including design, permitting, equipment procurement, construction management and operations and maintenance of the intended facilities. We intend to hold equity interests in the waste-to-energy facilities on a global basis and operate and maintain the facilities. A second business unit is focused on providing waste remediation services globally.others:

~~The~~1. ~~Company’s~~Authorized Shares of Series C Preferred Stock. ~~fiscal~~The ~~year~~number ~~end~~of isauthorized ~~November~~shares 30of Series C preferred stock will be 900,000.

On2. ~~January~~Conversion. ~~6, 2011,~~Subject weto ~~acquired~~the ~~100%~~other ofterms ~~BioPower~~and ~~Corporation~~conditions in ~~(“BC”)~~the certificate of designation, a ~~Florida~~Series ~~corporation~~C ~~incorporated~~preferred onstockholder ~~September~~will ~~13,~~have ~~2010,~~the byright ~~our~~from ~~then-CEO~~ time to time and ~~Director~~at ~~contributing~~any ~~100%~~time following the date that is one year after the date on the signature page of the ~~outstanding~~certificate ~~shares~~of designations to ~~the~~convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. AsBased aon ~~result~~the number of shares of common stock issued and outstanding as of June 29, BC2021, ~~became~~if aall ~~wholly~~of ~~owned~~the ~~subsidiary~~900,000 shares of Series C preferred stock are issued and subsequently converted, the ~~Company~~holders of the converted stock will hold 90% of the issued and outstanding shares of common stock.

On3. ~~May~~Voting. ~~12,~~Except ~~2012, the~~as ~~Company~~otherwise ~~formed~~set ~~FTZ~~forth ~~Energy~~in ~~Exchange~~the ~~Inc.,~~certificate of ~~a wholly owned subsidiary~~designation, ~~for~~each ~~the~~share ~~future development~~ of anSeries ~~energy~~C ~~exchange.~~preferred Onstock ~~June 7~~will, ~~2012, the~~on ~~Company’s~~any ~~then-Chief~~matter ~~Executive~~submitted ~~Officer~~to ~~contributed~~the ~~100%~~holders of ~~his~~Company ~~member~~common ~~interest~~stock, inor ~~FTZ~~any ~~Exchange~~class thereof, ~~LLC~~for ~~(“FTZ”),~~ a ~~wholly owned subsidiary~~vote, tovote together with the ~~Company~~common ~~for~~stock, noor ~~consideration.~~any ~~FTZ~~class isthereof, aas ~~licensing~~applicable, ~~company~~as ~~that~~one ~~licenses~~class ~~business~~on ~~know-how~~such matter, and ~~technology~~each ~~to build~~share ~~transaction~~of ~~fee-based~~Series ~~exchanges~~C ~~for~~preferred ~~the~~stock ~~sale~~will ofhave ~~products~~450 ~~and services in vertical markets~~votes.

~~On August 2, 2012, the Company formed Agribopo, Inc~~4., ~~a wholly owned subsidiary, for the development of biomass related projects~~Dividends. OnThe ~~November~~Series ~~27,~~C ~~2012, the~~preferred ~~Company~~stock ~~entered~~is ~~into a non-exclusive global license with Advanced Green Technologies, LLC to convert biomass wastes from animals,~~not ~~humans~~entitled ~~and cellulosic biomass~~ to ~~cellulosic~~receive ~~ethanol,~~dividends ~~fertilizer~~or ~~and other derivative products~~distributions.

~~F-7~~The Acquisition closed on June 29, 2021 (the “Closing Date”). On the Closing Date, the Sellers delivered the Cash Consideration and the HyFi Token Consideration.

On ~~October~~August 2427, ~~2014~~ 2021, the Company ~~entered~~filed ~~into~~with the ~~SEA~~State of ~~with~~Nevada ~~G3P~~a tocertificate ~~acquire~~of ~~G3P~~designations ~~and~~for ~~its~~the ~~wholly~~Series ~~owned~~C ~~subsidiaries,~~preferred ~~G3P OPS and G3PI through the Exchange~~stock.

BySeries ~~October~~A ~~24, 2016,~~Preferred ~~G3P~~Stock ~~had~~Redemption ~~failed~~Agreement ~~to meet the provisions of the SEA that would allow G3P to take over control of the Company. As a result, the Company’s~~& ~~Board~~Senior ofPromissory Directors tried to come to an arrangement to separate BioPower from its subsidiaries, but in the end, decided that it would be in the best interests of the Company’s shareholders to move forward looking for a new acquisition. From October 24, 2016 until February 2017, the Company continued project development of waste-to-energy projects with extremely limited funds. In February 2017, the Company ceased all operations. At that time, we became a shell company.Note

InAlso ~~2019~~on the Closing Date, ~~we entered~~the Company and CEP entered into a ~~memorandum~~share ofredemption ~~understanding~~agreement ~~with~~(the ~~WPP~~“Redemption ~~Energy~~Agreement”), ~~GmbH~~dated ~~and~~as ~~China~~of ~~Energy~~June ~~Partners~~29, ~~LLC~~2021, pursuant to which the Company redeemed one share of the Company’s Series A preferred stock from CEP (the “Series A Share”). On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The ~~but~~Series ~~after~~A ~~exhausting~~Share will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the escrow agent to release the Series A Share to CEP; provided, however, that CEP will also retain all ~~efforts~~rights weand ~~were~~privileges ~~unable~~under the Note (and the Company will remain bound to ~~negotiate~~all aobligations ~~definitive~~under ~~agreement~~Note) oreven ~~close~~if the ~~transaction~~Series A Share is required to be released by the escrow agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.

On ~~June~~October 297, 2021, wethe ~~entered~~Company ~~into~~filed ana ~~Asset~~certificate of ~~Purchase~~amendment ~~Agreement~~ (the “~~APA~~Certificate of Amendment”) ~~with~~to ~~Rafael~~its ~~Ben~~amended ~~Shaya,~~and ~~Troy~~restated ~~MacDonald,~~articles ~~Adam~~in ~~Benchaya,~~the ~~Thomas Perez,~~State ~~Tom~~of ~~Saban~~Nevada and ~~Edouard~~with ~~Pouchoy~~FINRA, in order to change its corporate name from BioPower Operations Corporation. to HyFi Corp (~~collectively,~~the ~~Messrs~~“Name Change”). ~~Ben~~The ~~Shaya,~~State ~~MacDonald,~~of Nevada ~~Benchaya,~~has ~~Perez,~~officially ~~Saban~~changed ~~and~~the ~~Pouchoy~~name ~~are~~of ~~referred~~the Company to ~~herein~~HYFI Corp. The Name Change and stock symbol change will be effective for Securities asand Exchange Commission or trading purposes until it is cleared by the ~~“Sellers”~~Financial Industry Regulatory Authority (FINRA).

Pursuant to the terms of the APA, the Company agreed to acquire from the Sellers, and the Sellers agreed to sell to the Company, certain assets comprised of the goodwill, intellectual property, business proprietary knowF-how and trade secrets, intangible property and other assets of Sellers’ business with respect to HyFi, and any and all rights of Sellers in and to the foregoing (the “Assets”), and certain governance/utility virtual tokens (collectively, the “HyFi Tokens”) expected to be used as a means of payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The “HyFi Platform” means a decentralized finances (“DeFi”) exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens (“NFTs”) for production, licenses, projects and commodities across vertical and horizontal markets.8

InNote ~~addition, the~~2. ~~Sellers~~Summary ~~agreed to (i) pay to the Company, on the closing date~~ of ~~the~~Significant ~~Acquisition,~~Accounting $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”). The Company used the Cash Consideration to bring the Company into a fully reporting status with the Securities and Exchange Commission (the “SEC”) and for public company operating expenses.Policies

~~Pursuant~~Principles ~~to the terms~~ of the APA, the Company agreed to file with the State of Nevada the certificate of designation for the Series C preferred stock on or before the date that is 60 calendar days after the closing of the Acquisition. In exchange for the sale of the Assets and the Cash Consideration, the Company agreed to issue to the Sellers an aggregate of 900,000 Series C preferred shares within 30 calendar days after the State of Nevada provides written confirmation of filing of the certificate of designation for the Series C preferred stock.Consolidation

FAll inter-8company accounts and transactions have been eliminated in consolidation.

~~Pursuant~~Basis ~~to the terms~~ of ~~the APA, the parties agreed that the Series C preferred stock will have the following terms, among others:~~Presentation

1.The accompanying financial statements have been prepared ~~Authorized~~in ~~Shares~~accordance ofwith ~~Series~~the CFinancial ~~Preferred~~Accounting ~~Stock.~~Standards ~~The~~Board ~~number~~(“FASB”) ofAccounting ~~authorized~~Standard ~~shares~~Codification (the “ASC”) which is the source of ~~Series~~authoritative Caccounting ~~preferred~~principles ~~stock~~recognized ~~will~~by the FASB to be ~~900,000~~applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.

~~2. Conversion.~~Going Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of June 29, 2021, if all of the 900,000 shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock.Concern

~~3. Voting.~~The ~~Except~~accompanying asunaudited ~~otherwise~~consolidated ~~set~~financial statements ~~forth~~have inbeen ~~the~~prepared ~~certificate~~assuming ofthe ~~designation,~~Company ~~each~~will ~~share~~continue ofas ~~Series~~a Cgoing ~~preferred~~concern, ~~stock~~which ~~will,~~contemplates onthe ~~any~~realization ~~matter~~of ~~submitted to~~assets and the ~~holders~~satisfaction of ~~Company~~liabilities ~~common~~in ~~stock,~~the ornormal ~~any~~course ~~class~~of ~~thereof,~~business for athe ~~vote,~~twelve-month ~~vote~~period ~~together~~following ~~with~~ the ~~common~~date ~~stock,~~of orthese ~~any~~financial ~~class~~statements. The ~~thereof,~~Company ~~as applicable,~~has asincurred ~~one~~significant ~~class~~operating onlosses ~~such~~since ~~matter~~inception. As of November 30, ~~and~~2022, ~~each~~the ~~share~~Company ofhad ~~Series~~an Caccumulated ~~preferred~~deficit of ~~stock~~$10,349,524 ~~will~~and ~~have~~stockholders’ ~~450~~deficit ~~votes~~of $5,939,743.

4Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative ~~Dividends~~sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The ~~Series~~Company Cwill ~~preferred~~be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock isto ~~not~~maximize ~~entitled~~working capital, and intends to ~~receive~~continue ~~dividends~~this orpractice ~~distributions~~where feasible.

~~The~~Use ~~Acquisition closed~~of ~~on June 29, 2021 (the “Closing Date”). On the Closing Date, the Sellers delivered the Cash Consideration and the HyFi Token Consideration.~~Estimates

OnThe ~~August~~preparation ~~27,~~of financial statements in conformity ~~2021,~~with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company ~~filed~~bases ~~with~~its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the ~~State~~quality of ~~Nevada~~information aavailable ~~certificate~~as of the date of ~~designations~~these financial statements. The results of these assumptions provide the basis for making estimates about the ~~Series~~carrying amounts Cof ~~preferred~~assets ~~stock~~and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

~~Series A Preferred Stock Redemption Agreement & Senior Promissory Note~~F-9

~~Also~~Accounts on the Closing Date, the Company and CEP entered into a share redemption agreement (the “Redemption Agreement”), dated as of June 29, 2021, pursuant to which the Company redeemed one share of the Company’s Series A preferred stock from CEP (the “Series A Share”). On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP a senior promissory note (the “Note”) in the principal amount of $1,000,000. The Series A Share will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the escrow agent to release the Series A Share to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note) even if the Series A Share is required to be released by the escrow agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.Receivable

~~F-9~~Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense.

~~Note~~The 2.policy ~~Summary~~for determining past due status is based on the contractual payment terms of ~~Significant~~each ~~Accounting~~customer, ~~Policies~~which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made.

~~Principles of Consolidation~~Inventory

~~All~~Inventories ~~inter~~are stated at the lower of cost or net realizable value. Cost is determined by the first-~~company~~in, first-out basis and net realizable value. Net realizable value is defined as sales ~~accounts~~price less cost of completion, disposition and ~~transactions~~transportation ~~have~~and ~~been~~a ~~eliminated~~normal inprofit ~~consolidation~~margin. As of November 30, 2022 and November 30, 2021, inventory amounted to $12,893 and $0, respectively, which consisted of finished goods.

~~Basis~~Revenue ~~of Presentation~~Recognition

~~The~~On ~~accompanying financial~~July ~~statements~~1, ~~have~~2018, ~~been~~the ~~prepared~~Company inadopted ~~accordance~~ASC ~~with~~Topic ~~the~~606, Revenue ~~Financial~~from ~~Accounting~~Contracts ~~Standards~~with ~~Board~~Customers (“~~FASB”) Accounting Standard Codification (the “~~ASC 606”). ~~which~~Results isfor ~~the~~reporting ~~source~~periods ofbeginning ~~authoritative~~after ~~accounting~~January ~~principles~~1, ~~recognized~~2018, byare ~~the FASB to be applied by~~presented ~~nongovernmental~~under ~~entities~~ASC ~~in the preparation of financial statements in conformity with GAAP~~606.

~~Going~~On ~~Concern~~June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”). The Company used the Cash Consideration to bring the Company into a fully reporting status with the SEC and for public company operating expenses.

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of November 30, 2021, the Company had an accumulated deficit of $9,556,990 and stockholders’ deficit of $5,411,178.Concentration

~~Because~~Six ~~the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations~~customers, ~~this~~including ~~raises~~two ~~substantial doubt~~related ~~about the Company’s ability to continue as a going concern. Therefore~~parties, ~~the Company will need to raise additional funds and~~account isfor ~~currently~~100% ~~exploring alternative sources~~ of ~~financing.~~sales ~~Historically,~~during the ~~Company~~year ~~has~~ended ~~raised~~November ~~capital through private placements~~30, ~~as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans~~2022. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

~~F-10~~Cash and cash equivalents

~~Use~~The Company considers all highly liquid temporary cash investments with an original maturity of ~~Estimates~~three months or less to be cash equivalents. On November 30, 2022, and November 30, 2021, the Company’s cash equivalents totaled $5,357 and $95,973, respectively.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.F-10

~~Revenue~~Income ~~Recognition~~taxes

OnThe ~~July~~Company 1accounts for income taxes under FASB ASC 740, ~~2018~~“Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the ~~Company~~financial ~~adopted~~statement ~~ASC~~carrying ~~Topic~~amounts ~~606,~~of ~~Revenue~~existing ~~from~~assets ~~Contracts~~and ~~with~~liabilities ~~Customers~~and (“their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC ~~606”)~~740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ~~Results~~FASB ASC 740-10-05, “Accounting for ~~reporting~~Uncertainty ~~periods~~in ~~beginning~~Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial ~~after~~statement ~~January~~recognition 1,and ~~2018~~measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a ~~are~~tax ~~presented~~position ~~under~~must ~~ASC~~be ~~606~~more-likely-than-not to be sustained upon examination by taxing authorities.

OnThe ~~June~~amount ~~29, 2021,~~recognized ~~the~~is ~~Sellers~~measured ~~agreed~~as tothe ~~(i)~~largest ~~pay~~amount of tobenefit ~~the~~that ~~Company,~~is ongreater ~~the~~than ~~closing~~50% ~~date~~likely of ~~the~~being ~~Acquisition,~~realized ~~$300,000~~upon ~~(the~~ultimate ~~“Cash~~settlement. ~~Consideration”), and~~The ~~(ii) transfer to the~~ Company, onassesses the ~~closing~~validity ~~date~~ of ~~the~~its ~~Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”).~~conclusions ~~The~~regarding ~~Company~~uncertain ~~used~~tax ~~the~~positions ~~Cash~~quarterly ~~Consideration~~ to ~~bring~~determine ~~the~~if ~~Company~~facts ~~into~~or acircumstances ~~fully~~have ~~reporting~~arisen ~~status~~that ~~with~~might ~~the~~cause ~~SEC~~it ~~and~~to ~~for~~change ~~public~~its ~~company operating~~judgment ~~expenses.~~regarding ~~During~~ the ~~year~~likelihood ~~ended~~of ~~November 30, 2021 the Company sold~~ a ~~total~~tax ofposition’s ~~4,125.000~~sustainability ~~tokens~~under ~~to two customers for a total of $175,000~~audit.

~~Concentration~~Stock-based Compensation

~~Two~~The ~~customers account~~Company accounts for ~~71%~~stock-based ~~and~~compensation using ~~29%~~the fair value method following the guidance outlined in Section 718-10 of the ASC for disclosure about stock-based compensation. This section requires a ~~total~~public entity to measure the cost of ~~100%~~employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the ~~year~~award- ~~ended~~the ~~November~~requisite ~~30,~~service ~~2021~~period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

~~Cash~~Net ~~and~~Loss ~~cash equivalents~~per Share

~~The~~Net ~~Company~~loss per common share is computed by dividing ~~considers~~net ~~all~~loss ~~highly~~by ~~liquid~~the ~~temporary~~weighted ~~cash~~average ~~investments~~common ~~with~~shares anoutstanding ~~original~~during ~~maturity~~the ofperiod ~~three~~as ~~months~~defined orby ~~less~~ASC toTopic be260, ~~cash~~“Earnings ~~equivalents~~per Share.” Basic Onearnings ~~November~~per common share calculations are determined by dividing net income by the weighted average number of shares of common ~~30,~~stock ~~2021,~~outstanding ~~and~~during ~~November~~the ~~30,~~year. ~~2020,~~Diluted earnings per common share calculations are determined by dividing net income by the ~~Company’s~~weighted average ~~cash~~number ~~equivalents~~of ~~totaled~~common ~~$95,973~~shares and ~~$-0-,~~dilutive ~~respectively~~common share equivalents outstanding.

~~Income~~Recent ~~taxes~~Accounting Pronouncements

~~The~~In ~~Company accounts~~February ~~for~~2016, ~~income~~the ~~taxes under~~ FASB ~~ASC~~issued ~~740, “~~Accounting ~~for~~Standards Update ~~Income Taxes~~(“ASU”) No. ~~Under~~2016-02, ~~FASB~~Leases ~~ASC~~(Topic ~~740~~842), ~~deferred~~which ~~tax~~establishes ~~assets~~a ~~and~~new ~~liabilities are~~lease ~~recognized~~accounting model for ~~the~~lessees. ~~future~~The ~~tax~~updated ~~consequences~~guidance requires ~~attributable~~an entity to ~~differences~~recognize ~~between~~assets ~~the~~and ~~financial~~liabilities ~~statement~~arising ~~carrying~~from ~~amounts~~financing ofand ~~existing assets~~operating ~~and~~leases, ~~liabilities~~along ~~and~~with ~~their~~additional ~~respective~~qualitative and ~~tax~~quantitative ~~bases~~disclosures. ~~Deferred~~The ~~tax~~amended ~~assets~~guidance ~~and~~is ~~liabilities~~effective ~~are~~for ~~measured~~fiscal ~~using~~years, ~~enacted~~and ~~tax~~interim ~~rates~~periods ~~expected to~~within ~~apply~~those toyears, ~~taxable~~beginning ~~income~~after December in15, ~~the~~2018, ~~years~~with inearly ~~which~~adoption ~~those~~permitted. ~~temporary~~In ~~differences~~March ~~are~~2019, ~~expected~~the toFASB beissued ~~recovered~~ASU or2019-01, ~~settled.~~Codification ~~Under~~Improvements, ~~FASB~~which ~~ASC 740,~~clarifies ~~the~~certain ~~effect~~aspects onof ~~deferred~~the ~~tax~~new ~~assets~~lease ~~and~~standard. ~~liabilities~~The ofFASB aissued ~~change~~ASU in2018-10, ~~tax~~Codification ~~rates~~Improvements isto ~~recognized~~Topic in842, ~~income~~Leases in ~~the~~July ~~period~~2018. ~~that~~Also in ~~includes~~2018, the ~~enactment date.~~ FASB ~~ASC~~issued ~~740~~ASU 2018-~~10-05~~11, ~~“Accounting~~Leases ~~for~~(Topic ~~Uncertainty~~842) inTargeted ~~Income Taxes~~Improvements,” ~~prescribes~~which aprovides ~~recognition~~an ~~threshold~~optional ~~and~~transition amethod ~~measurement~~whereby the ~~attribute~~new ~~for~~lease ~~the~~standard ~~financial~~is ~~statement~~applied ~~recognition~~at ~~and~~the ~~measurement~~adoption ofdate ~~tax~~and ~~positions~~recognized ~~taken~~as oran ~~expected~~adjustment to beretained ~~taken~~earnings. inThe aamendments ~~tax~~have ~~return.~~the ~~For~~same ~~those~~effective ~~benefits~~date toand betransition ~~recognized,~~requirements aas ~~tax~~the ~~position~~new ~~must~~lease ~~be more-likely-than-not to be sustained upon examination by taxing authorities~~standard.

~~The~~We ~~amount~~adopted ~~recognized is~~ASC ~~measured~~842 ason ~~the~~July ~~largest~~1, ~~amount of benefit that is greater than 50% likely of being realized upon ultimate settlement~~2021. The ~~Company~~adoption ~~assesses~~of ~~the~~ASC ~~validity~~842 ofdid ~~its~~not ~~conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances~~ have ~~arisen~~any ~~that~~impact ~~might cause~~on itour tofinancial ~~change its judgment regarding the likelihood of a tax position’s sustainability under audit~~statements.

F-11

~~Stock-based Compensation~~Stockholders’ Equity

~~The~~On ~~Company accounts~~July ~~for~~28, ~~stock-based~~2021, ~~compensation~~the ~~using~~Company ~~the~~amended ~~fair~~and ~~value~~restated its ~~method~~articles ~~following~~of ~~the~~incorporation, ~~guidance~~as ~~outlined~~amended, in ~~Section~~order ~~718-10~~to, ofamong ~~the~~other ~~ASC~~things, ~~for~~(i) ~~disclosure about~~increase ~~stock-based~~the ~~compensation.~~number ~~This~~of ~~section~~authorized ~~requires~~shares aof ~~public~~common ~~entity~~stock from 100,000,000 to ~~measure~~500,000,000, (ii) increase the ~~cost~~number of ~~employee~~authorized ~~services~~shares ~~received~~of inpreferred ~~exchange~~stock ~~for an~~from ~~award~~10,000 ofto ~~equity~~5,000,000, ~~instruments~~and ~~based~~(iii) change on the ~~grant-date~~par ~~fair~~ value of the ~~award~~preferred ~~(with~~stock ~~limited~~from ~~exceptions)~~$1.00 ~~That~~par ~~cost~~value ~~will~~per beshare ~~recognized over~~to ~~the~~$0.0001 ~~period~~par ~~during~~value ~~which~~per anshare. ~~employee~~As isof ~~required~~November to30, ~~provide~~2021, ~~service in exchange for~~ the Company ~~award-~~had ~~the~~authorized ~~requisite~~500,000,000 ~~service~~shares ~~period~~of ~~(usually the~~common ~~vesting~~stock, ~~period)~~$0.0001 Nopar ~~compensation~~value ~~cost~~per isshare, ~~recognized~~and ~~for~~5,000,000 ~~equity~~shares ~~instruments~~of ~~for~~preferred ~~which~~stock, ~~employees~~$0.0001 par dovalue ~~not~~per ~~render the requisite service~~share.

~~Net~~On ~~Loss~~March ~~per~~4, 2022, the Company issued 625,000 shares ~~Share~~of restricted common stock to a Canadian investor for $0.40 per share for a total purchase price of $250,000.

~~Net~~As ~~loss~~of ~~per common~~November ~~share~~30, is2022, ~~computed~~and byNovember ~~dividing~~30, ~~net~~2021, ~~loss~~respectively, there bywere ~~the~~45,625,000 ~~weighted~~and ~~average common shares outstanding during the period as defined by ASC Topic 260~~45,000,000 ~~“Earnings per Share.” Basic earnings per common share calculations are determined by dividing net income by the weighted average number of~~ shares of common stock ~~outstanding~~issued ~~during~~and ~~the~~outstanding, ~~year.~~respectively, ~~Diluted~~and ~~earnings~~900,000 ~~per~~and ~~common~~1 ~~share~~shares ~~calculations~~and ~~are~~0 ~~determined by~~shares ~~dividing net income by the weighted average number~~ of ~~common~~preferred ~~shares~~stock issued and ~~dilutive common share equivalents~~ outstanding, respectively.

~~Recent~~Note ~~Accounting Pronouncements~~3. Notes Payable and Convertible Debt

InNotes ~~February 2016,~~payable ~~the~~consists FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.following:

~~We adopted ASC~~Schedule ~~842 on July 1, 2021. The adoption~~ of ~~ASC~~Notes ~~842 did not have any impact on our financial statements.~~Payable

Stockholders’ Equity

	Balance		Interest Rate			Maturity
Demand loans	$	551,167		4% to 8	%		Various
Reclassification of accrued compensation to notes payable		143,031		8	%		December 1, 2017
Balance –November 30, 2022 and November 30, 2021	$	694,198

On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 to 500,000,000, (ii) increase the number of authorized shares of preferred stock from 10,000 to 5,000,000, and (iii) change the par value of the preferred stock from $1.00 par value per share to $0.0001 par value per share. As of November 30, ~~2021,~~2022 ~~the Company had authorized 500,000,000 shares of common stock, $0.0001 par value per share,~~ and ~~5,000,000 shares of preferred stock, $0.0001 par value per share. As of~~ November 30, 2021, ~~and November 30, 2020, respectively, there were 45,000,000~~all ~~and~~loans ~~43,107,680~~are ~~shares~~past ofdue ~~common stock issued~~ and ~~outstanding,~~in ~~respectively, and 900,000 and 1 shares of preferred stock issued and outstanding, respectively~~default.

FOn July 27, 2016, the Company entered into demand loan agreements with a third-12party investor totaling $193,667 at 4% interest, payable upon demand.

~~Note~~Between 3October 28, 2011 and January 7, 2012, the Company issued a total of $70,000 in notes payable, due May 31, 2012. ~~Notes~~Interest on the notes is payable at 4%. The lender may elect to ~~Payable~~convert ~~and~~the ~~Convertible~~loan ~~Debt~~before maturity at a conversion price of $0.25 per share. The loans are currently past due.

~~Notes~~On December 3, 2013, the Company entered into convertible debt agreements with a third-party investor totaling $62,500 at 8% interest, payable upon demand. The debt is convertible into shares ~~consists~~of common stock at a conversion price of $0.10 per share, for any amount up to 50% of the ~~following:~~original amount of the notes. As of November 30, 2022 and November 30, 2021, the note was in default.

~~Schedule~~On July 30, 2015, the Company entered into convertible debt agreements with a third-party investor totaling $200,000 at 8% interest, due on December 31, 2015. The debt is convertible into shares of ~~Notes~~common ~~Payable~~stock at a conversion price of $0.15 per share. As of November 30, 2022 and November 30, 2021, the note was in default.

	Balance		Interest Rate			Maturity
Demand loans	$	551,167		4% to 8	%		Various
Reclassification of accrued compensation to notes payable		143,031		8	%		December 1, 2017
Balance –November 30, 2021 and November 30, 2020	$	694,198

F-12

On May 23, 2016, the Company entered into convertible debt agreements with a third-party investor totaling $25,000 at 8% interest, due on May 23, 2018. The debt is convertible into shares of common stock at a conversion price of $0.10 per share. As of November 30, ~~2021~~2022 and November 30, ~~2020~~2021, ~~all~~the ~~loans~~note ~~are~~was ~~past due and~~ in default.

On July 2730, ~~2016~~ 2015, the Company entered into ~~demand~~convertible debt ~~loan~~ agreements with a third -party investor totaling $~~193~~15,~~667~~000 at 48% interest, ~~payable~~due ~~upon~~on ~~demand~~May 23, 2018. The debt is convertible into shares of common stock at a conversion price of $0.15 per share. As of November 30, 2022 and November 30, 2021, the note was in default.

~~Between~~On ~~October 28,~~July ~~2011 and January 7~~30, ~~2012~~2015, the Company ~~issued~~entered into convertible debt agreements with a ~~total~~third-party ofinvestor totaling $7015,000 inat ~~notes~~8% ~~payable~~interest, due on May 3123, ~~2012~~2018. ~~Interest~~The ondebt ~~the~~is ~~notes~~convertible isinto ~~payable~~shares atof ~~4%.~~common ~~The~~stock ~~lender may elect to convert the loan before maturity~~ at a conversion price of $0.2515 per share. ~~The~~As ~~loans~~of ~~are~~November ~~currently~~30, ~~past due~~2022 and November 30, 2021, the note was in default.

OnBetween December 3, ~~2013,~~2014 ~~the~~and ~~Company~~July ~~entered~~28, ~~into~~2015, ~~convertible~~the ~~debt~~Company issued ~~agreements with~~ a ~~third~~total ~~party~~of ~~investor totaling~~ $62113,~~500~~031 atin 8%notes ~~interest,~~ payable ~~upon demand~~. ~~The~~Interest ~~debt~~on isthe ~~convertible~~notes ~~into~~is ~~shares~~payable ~~of common stock~~ at ~~a conversion price of $0~~8%.10 ~~per~~The ~~share,~~loans ~~for~~were ~~any~~due ~~amount~~prior up to ~~50%~~December ~~of the original amount of the notes. As of November 30~~31, ~~2021~~2015 and are ~~November~~past ~~30, 2020, the note was in default~~due.

OnAccrued ~~July~~interest ~~30, 2015,~~on ~~the~~notes ~~Company~~payable ~~entered~~and ~~into~~ convertible debt ~~agreements~~at ~~with~~November a30, ~~third~~2022 ~~party~~and ~~investor~~November ~~totaling $200~~30,~~000~~ at2021 8%amounted ~~interest~~to $320,089 ~~due~~and on$275,071, ~~December 31~~respectively, ~~2015.~~which ~~The debt~~ is ~~convertible~~included ~~into~~as ~~shares of common stock at~~ a ~~conversion~~component ~~price~~ of ~~$0.15~~accounts payable ~~per share. As of November 30, 2021~~ and ~~November 30,~~accrued ~~2020, the note was in default~~expenses.

OnInterest ~~May~~expense ~~23,~~on ~~2016, the~~notes ~~Company~~payable ~~entered~~and ~~into~~ convertible debt ~~agreements~~ with a third ~~party~~parties ~~investor~~amounted ~~totaling~~to $2544,~~000~~990 atand ~~8% interest~~$44,990 ~~due~~for onthe ~~May~~years ~~23,~~ended ~~2018. The debt is convertible into shares of common stock at a conversion price of $0.10 per share. As of~~ November 30, ~~2021~~2022 and November 30, ~~2020,~~ ~~the~~2021 ~~note was in default~~respectively.

~~F-13~~Note 4. Related Party Transactions

On ~~July~~May 3027, ~~2015~~ 2016, the ~~Company~~former ~~entered~~Chief ~~into~~Executive ~~convertible~~Officer, now ~~debt~~our ~~agreements~~Chief ~~with~~Financial Officer, agreed to reduce his accrued compensation by $206,250 as a ~~third~~contribution ~~party~~to ~~investor~~additional ~~totaling~~paid in capital. He also agreed to reclassify $15874,000 atin 8accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, ~~due~~2017. onThe ~~May~~compensation 23included was accrued during the period from January 2, 2011 to February ~~2018~~29, 2016. ~~The~~This ~~debt~~compensation iswill ~~convertible~~be ~~into~~paid ~~shares~~as bonuses out of ~~common~~future ~~stock~~income atonly and is further subject to a ~~conversion~~cap ~~price~~of 20% of operating net cash flow in any given period. If bonuses are paid, accrued compensation will be paid with an amount decided by the Board. On June 1, 2016, he agreed to reduce his accrued compensation by $025,000 as a contribution to additional paid in capital.15 ~~per~~He ~~share~~also agreed to reduce his long term note by $214,000 as a contribution to additional paid in capital. As the Company was not funded prior to December 1, 2016, the Board of Directors reversed the contribution of accrued salaries. As of November 30, 2022 and November 30, 2021, the Chief Financial Officer was owed $445,250 and $445,250, respectively, of accrued compensation and accrued salary was reduced by $15,722.47. As of November 30, 2022 and November 30, 2020, the ~~note~~Chief Financial Officer was inowed ~~default~~$805,637 and $805,637, respectively, of notes payable and accrued interest.

On July 30, 2015, the Company entered into convertible debt agreements with a third party investor totaling $15,000 at 8% interest, due on May 23, 2018. The debt is convertible into shares of common stock at a conversion price of $0.15 per share. As of November 30, 2021 and November 30, 2020, the note was in default.F-13

~~Between~~On ~~December 3~~May 27, ~~2014~~2016, ~~and~~the ~~July~~Director 28of Strategy agreed to reduce her accrued compensation by $206,250 ~~2015~~as a contribution to additional paid in capital. She also agreed to reclassify $660,000 in accrued compensation to long term debt upon the ~~Company~~issuance ~~issued~~of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The total principal amount of $~~113~~710,~~031~~000 inincluded three different notes ~~payable~~totaling $50,000@ 8% interest. ~~Interest~~The oncompensation included was accrued during the ~~notes~~period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out of future income only and is ~~payable~~further atsubject 8to a cap of 20% of operating net cash flow in any given period. ~~The~~If ~~loans~~bonuses are paid, accrued compensation ~~were~~will ~~due~~be paid with an amount decided by the Board. On June 1, 2016, she agreed to reduce her accrued compensation by $225,000 as a contribution to additional paid in capital. She also agreed to reduce her long term note by $9,583 as a contribution to additional paid in capital. As the Company was not funded prior to December 311, ~~2015~~2016, the Board of Directors reversed the contribution of accrued salaries. As of November 30, 2022 and ~~are~~November ~~past~~30, ~~due~~2021, the Director was owed a total of $440,833 and $440,833, respectively, of accrued compensation. As of November 30, 2022 and November 30, 2021, the Director was owed a total of $883,791 and $883,791, respectively, of notes payable and accrued interest. There was a reduction in the liability by share issuance of $27,308.

~~Accrued~~As ~~interest on~~of ~~notes~~November ~~payable~~30, ~~and~~2016, ~~convertible~~a ~~debt~~related atparty ~~November~~investor advanced 30a total of $99,448 ~~2021~~due ~~and~~on ~~November~~or 30before June 15, ~~2020~~2016. ~~amounted~~Pursuant to ~~$275,071~~the ~~and $230~~agreement,~~080,~~ ~~respectively,~~the ~~which~~ investor is ~~included~~allowed asto convert 100% of the debt at a ~~component~~share price of ~~accounts~~$0.15. ~~payable~~As of November 30, 2022 and ~~accrued~~November ~~expenses~~30, 2021, the note was in default.

~~Interest~~In ~~expense~~March 2016, the Chief Operating Officer loaned onto ~~notes~~the ~~payable~~Company $100,000. The loan bears interest at 8% and ~~convertible~~is due on or before March 2, 2018. Pursuant to the agreement, the investor is allowed to convert 100% of the debt on the maturity date at a share price of $0.15. The Company accounted for the conversion of loan in accordance with ~~third~~ASC ~~parties~~470, ~~amounted~~“Debt with Conversion and Other Options”. The fair market value of the shares on March 2, 2016 was $0.10 per share and, accordingly, there was deemed to be no Beneficial Conversion Factor. On May 18, 2016, the Chief Operating Officer loaned the Company an additional $4450,~~989~~000 with conversion rights at $0.10 per share. Therefore, effective May 18, 2016, $50,000 of the Chief Operating Officer’s note payable had conversion rights of $0.10 per share. The Company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. The fair market value of the shares on May 18, 2016 was $440.10 per share and accordingly there was deemed to be no Beneficial Conversion Factor. On May 23,~~989~~ 2016, a third-party investor loaned the Company $25,000 with conversion rights at $0.10 per share. Therefore, effective May 23, 2016, an additional $25,000 of the Chief Operating Officer’s $100,000 note payable had conversion rights of $0.10 per share. The Company accounted for the ~~years~~conversion ~~ended~~of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. The fair market value of the shares on May 18, 2016 was $0.10 per share and accordingly, was deemed to have no Beneficial Conversion Factor. As of November 30, ~~2021~~2022 and November 30, ~~2020~~2021, ~~respectively~~the note was in default.

~~Note~~In 4May 2016, the Chief Operating Officer made a loan of $50,000, bearing interest at 8% and due on or before May 18, 2018. ~~Related~~The debt is convertible into shares of common stock at a conversion ~~Party~~price ~~Transactions~~of $0.10 per share. As of November 30, 2022 and November 30, 2021, the note was in default.

OnIn ~~May~~July ~~27,~~ 2016, the ~~former~~ Chief ~~Executive~~Operating Officer, ~~now~~made ~~our~~a ~~Chief Financial Officer, agreed to reduce his accrued compensation by $206,250~~loan asof ~~a contribution to additional paid in capital. He also agreed to reclassify~~ $~~874~~50,000 inas ~~accrued~~collateral, ~~compensation~~bearing tointerest ~~long~~at ~~term debt upon the issuance of a non-convertible 4~~8% ~~interest~~and ~~bearing~~due ~~note~~on ~~with~~or abefore ~~maturity~~July ~~date of December 1~~31, ~~2017~~2018. The ~~compensation~~debt ~~included~~is ~~was~~convertible ~~accrued during~~into ~~the~~shares ~~period from January 2, 2011 to February 29, 2016. This compensation will be paid as bonuses out~~ of ~~future~~common ~~income only and is~~stock ~~further~~at ~~subject to~~ a ~~cap~~conversion ofprice ~~20%~~ of operating net cash flow in any given period. If bonuses are paid, accrued compensation will be paid with an amount decided by the Board. On June 1, 2016, he agreed to reduce his accrued compensation by $~~25,000 as a contribution to additional paid in capital~~0.10 Heper ~~also agreed to reduce his long term note by $214,000 as a contribution to additional paid in capital~~share. As ~~the Company was not funded prior to December 1, 2016, the Board~~ of ~~Directors reversed the contribution of accrued salaries. As of~~ November 30, ~~2021 and~~2022 ~~November 30, 2020, the Chief Financial Officer was owed $445,250~~ and ~~$445,250,~~ ~~respectively, of accrued compensation and accrued salary was reduced by $15,722.47. As of~~ November 30, 2021 ~~and November 30~~, ~~2020,~~ the ~~Chief~~note ~~Financial Officer~~ was ~~owed~~in ~~$805,637 and $779,238, respectively, of notes payable and accrued interest~~default.

On ~~May~~June 2729, ~~2016, the~~2021 Director of Strategy agreed to reduce her accrued compensation by $206,250 as a contribution to additional paid in capital. She also agreed to reclassify $660,000 in accrued compensation to long term debt upon the ~~issuance~~Company ofentered ainto ~~non-convertible~~an ~~4% interest~~employment ~~bearing~~agreement ~~note~~ with aRobert ~~maturity date of December 1, 2017~~Kohn. The ~~total~~Company ~~principal~~agreed ~~amount of $710,000 included three different notes totaling $50,000@ 8% interest. The compensation included was accrued during the period from January 2, 2011~~ to ~~February~~an ~~29,~~annual ~~2016.~~salary ~~This compensation will be paid as bonuses out~~ of future income only and is further subject to a cap of 20% of operating net cash flow in any given period. If bonuses are paid, accrued compensation will be paid with an amount decided by the Board. On June 1, 2016, she agreed to reduce her accrued compensation by $~~225~~150,000 asbeginning aon ~~contribution~~September ~~to additional paid in capital. She also agreed to reduce her long term note by $9~~30,~~583 as~~ ~~a contribution to additional paid in capital~~2021. ~~As the Company was not funded prior to December 1, 2016, the Board of Directors reversed the contribution of accrued salaries~~Mr. AsKohn ofresigned ~~November~~on ~~30, 2021 and~~ November ~~30, 2020, the Director was owed a total of $440,833 and~~ ~~$440~~15,~~833,~~ ~~respectively, of accrued compensation~~2022. As of November 30, ~~2021~~2022 and November 30, ~~2020,~~2021 the ~~Director~~Company ~~was~~accrued ~~owed a total of~~ $~~883~~168,~~791~~ 750 and $~~853~~25,~~392~~000, respectively~~, of notes payable and accrued interest~~. ~~There was a reduction in the liability by share issuance of $27,308.~~

F-14

AsDuring ofthe year ended November 30, ~~2016~~2021 the Company issued 17,500,000 aHyFi ~~related~~Tokens ~~party~~to ~~investor~~related ~~advanced~~parties afor ~~total~~the purchase of ~~$99,448~~technology. ~~due~~The onTechnology orhas ~~before~~a ~~June~~historical ~~15,~~value ~~2016~~of $0. ~~Pursuant~~In ~~to the agreement~~addition, the ~~investor is~~Company ~~allowed~~issued toTroy ~~convert~~MacDonald ~~100%~~175,000 ofHyFi ~~the~~Tokens ~~debt~~as atconsideration afor ~~share~~his ~~price~~sale of ~~$0.15.~~HyFi Astokens ofat ~~November~~5% ~~30,~~of ~~2021 and November 30, 2020,~~ the ~~note~~related ~~was~~token ~~in default~~sales.

InAccrued ~~March 2016, the Chief Operating Officer loaned to the Company $100,000. The loan bears~~ interest ~~at 8% and is due~~ on orrelated ~~before~~party ~~March~~notes 2,payable ~~2018. Pursuant~~and toconvertible ~~the agreement, the investor is allowed to convert 100% of the~~ debt ~~on the maturity date~~ at aNovember ~~share price of $0.15. The Company accounted for the conversion of loan in accordance with ASC 470~~30, ~~“Debt~~2022 ~~with Conversion~~ and ~~Other~~November ~~Options”. The fair market value of the shares on March 2~~30, ~~2016 was $0.10 per share and~~2021, ~~accordingly,~~amounted ~~there was deemed~~ to ~~be no Beneficial Conversion Factor. On May 18, 2016, the Chief Operating Officer loaned the Company an additional~~ $50568,~~000~~912 ~~with~~and ~~conversion rights at~~ $~~0.10 per share. Therefore~~484, ~~effective May 18~~156, ~~2016~~respectively, ~~$50,000 of the Chief Operating Officer’s note payable had conversion rights of $0.10 per share. The Company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion~~ and ~~Other~~is ~~Options”. The fair market value of the shares on May 18, 2016 was $0.10 per share and accordingly there was deemed to be no Beneficial Conversion Factor. On May 23, 2016,~~ a ~~third-party~~component ~~investor loaned the Company $25,000 with conversion rights at $0.10 per share. Therefore, effective May 23, 2016, an additional $25,000~~ of ~~the Chief Operating Officer’s $100,000 note~~ accounts payable ~~had conversion rights of $0.10 per share. The Company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion~~ and ~~Other~~accrued ~~Options”.~~expenses ~~The~~– ~~fair~~related ~~market value of the shares on May 18, 2016 was $0~~parties.~~10 per share and accordingly, was deemed to have no Beneficial Conversion Factor. As of November 30, 2021 and November 30, 2020, the note was in default.~~

InInterest ~~May~~expense ~~2016, the~~on ~~Chief~~notes ~~Operating~~payable ~~Officer made a loan of $50,000, bearing interest at 8%~~ and ~~due on or before May 18, 2018. The debt is~~ convertible ~~into~~debt ~~shares~~with ofrelated ~~common~~parties ~~stock~~amounted atto a$84,756 ~~conversion~~and ~~price of~~ $~~0.10~~84,756 ~~per~~for ~~share.~~the Asyears ofended November 30, ~~2021~~2022 and ~~November 30~~2021, ~~2020, the note was in default~~respectively.

InThe ~~July~~Company ~~2016, the~~has ~~Chief~~separated ~~Operating~~accounts ~~Officer~~payable ~~made~~and aaccrued expenses ~~loan~~on ofthe ~~$50,000~~balance assheet ~~collateral,~~to ~~bearing~~reflect ~~interest~~amounts atdue 8%to ~~and~~related ~~due~~parties onprimarily orconsisting ~~before~~of ~~July~~officer 31compensation, ~~2018.~~health ~~The debt~~insurance, isinterest ~~convertible~~on ~~into~~notes ~~shares~~and ofreimbursable ~~common~~expenses ~~stock~~to atofficers afor ~~conversion price of $0.10 per share. As of November 30~~travel, ~~2021~~meals and ~~November 30~~entertainment, ~~2020,~~vehicle ~~the note~~and ~~was~~other inrelated ~~default~~business expenses.

OnConvertible ~~June~~Loans ~~29, 2021~~– ~~the~~variable ~~Company~~priced ~~entered into an employment agreement with Robert Kohn. The Company agreed to an annual salary of $150,000 beginning On September 30, 2021. As of November 30, 2021 the Company accrued $25,000.~~conversion

~~During~~Diagonal ~~the~~Lending ~~year ended~~Securities ~~November~~Purchase ~~30,~~Agreement ~~2021 the Company issued 17,500,000 HyFi Tokens to related parties for the purchase of technology. The Technology has~~& aConvertible ~~historical value of $0. In addition, the Company issued Troy MacDonald 175,000 HyFi Tokens as consideration for his sale of HyFi tokens at 5% of the related token sales.~~Note

~~Accrued~~On ~~interest~~May 31, 2022, the Company entered into a Securities onPurchase ~~related~~Agreement ~~party~~(the ~~notes~~“Diagonal ~~payable~~Lending SPA”) by and ~~convertible~~between ~~debt~~the atCompany ~~November~~and ~~30,~~1800 ~~2021~~Diagonal ~~and~~Lending ~~November~~LLC ~~30,~~(“Diagonal Lending”). ~~2020~~Pursuant to the terms of the Diagonal Lending SPA, ~~amounted~~the Company agreed to ~~$484~~sell,~~156~~ and Diagonal Lending agreed to purchase, a convertible note of the Company in the aggregate principal amount of $~~399~~90,~~397~~000. On August 5, ~~respectively~~2022 the Company borrowed an additional $78,750 ~~and~~with issimilar aterms. ~~component~~On ofSeptember ~~accounts~~26, ~~payable~~2022 ~~and~~the ~~accrued~~Company ~~expenses~~borrowed –an ~~related~~additional ~~parties.~~$55,000 with similar terms

~~Interest~~On ~~expense on~~May ~~notes~~31, ~~payable~~2022, August 5, 2022 and ~~convertible~~September ~~debt~~26, 2022, ~~with~~pursuant ~~related~~to ~~parties~~the ~~amounted~~terms of the Diagonal Lending SPA, the Company issued to Diagonal Lending a convertible promissory note (the “Diagonal Lending Note”) in the principal amount of $8490,~~758~~000, $78,750 and $8455,~~758~~000, ~~for~~respectively. ~~the~~The ~~years~~Diagonal ~~ended~~Lending ~~November~~Note 30was funded on June 23, ~~2021~~2022, August 5th, 2022 and November ~~30,~~ ~~2020~~6, ~~respectively~~2022. The Diagonal Lending Note bears interest at a rate of 10% per annum and matures 180 days after issuance. The Diagonal Lending Note may not be prepaid in whole or in part except as otherwise explicitly set forth in the Diagonal Lending Note. Any amount of principal or interest which is not paid when due will bear interest at a rate of 22% per annum.

~~The~~Diagonal ~~Company~~ Lending has ~~separated~~the ~~accounts~~right ~~payable~~from time to time, and ~~accrued~~at ~~expenses~~any time following November 27, 2022 and ending on the ~~balance~~earlier ~~sheet~~of to(i) ~~reflect~~payment of all amounts due tounder ~~related~~the ~~parties~~Diagonal ~~primarily~~Lending ~~consisting~~Note, of(ii) ~~officer~~May ~~compensation~~31, ~~health~~2023, ~~insurance~~if all amounts are repaid in full at such time, ~~interest~~or on(iii) ~~notes~~the ~~and~~date ~~reimbursable~~full ~~expenses~~repayment of all indebtedness to ~~officers~~convert all or any part of the indebtedness into common stock subject to the terms of the Digital Lending Note at the Conversion Price (as hereinafter defined). The “Conversion Price” means 65% multiplied by the lowest trading price for ~~travel,~~the ~~meals~~Company’s ~~and~~common ~~entertainment,~~stock during ~~vehicle~~the 10-trading day period ending on the latest complete trading day prior to the conversion date, subject to a 4.99% equity blocker and subject ~~other~~to ~~related~~the ~~business~~terms ~~expenses~~of the Diagonal Lending Note.

F-15

The Diagonal Lending Note 5.may ~~Senior~~be prepaid; provided, ~~Promissory~~however, that if the Company exercises its right to prepay, the Company will make payment to Diagonal Lending of an amount in cash equal to the percentage as set forth in the table below, multiplied by the sum of: (w) the then outstanding principal amount of the Diagonal Lending Note, –plus ~~related~~(x) ~~party~~accrued and unpaid interest on the unpaid principal amount of the Diagonal Lending Note, plus (y) default interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) certain other amounts owed to Diagonal Lending pursuant to the terms of the Diagonal Lending Note.

~~On June 29,~~Schedule ~~2021, the Closing Date, the Company and CEP entered into the Redemption Agreement, dated as~~ of ~~June~~Amount ~~29,~~Owed ~~2021,~~on ~~pursuant~~Prepayment ~~to which the Company redeemed the Series A Share. On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP the Note in the principal amount~~ of ~~$1,000,000~~Diagonal ~~with~~Lending ~~an interest rate of 6% per annum. The Series A Share will be held in escrow. If an Event of Default (as defined in the~~ Note) occurs under the Note, then the Company will direct the escrow agent to release the Series A Share to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note) even if the Series A Share is required to be released by the escrow agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note. Accrued interest at November 30, 2021 amounted to $25,315.

Note 6. Stockholders’ deficit

Prepayment Period	Prepayment Percentage

May 31, 2022 to July 30, 2022		120	%

July 31, 2022 to October 28, 2022		125	%

October 29, 2022 to November 27, 2022		130	%

OnAfter ~~August~~November 527, ~~2021~~ 2022, ~~Company~~prepayment ~~effected~~will be subject to agreement of the ~~following~~parties ~~share~~with ~~issuances:~~respect to the applicable prepayment percentage.

~~The~~Note ~~Company issued 50,000 shares of common stock valued at $2,500 ($0~~5.05 ~~per~~Senior ~~share)~~Promissory toNote a– ~~consultant.~~related party

~~The~~On June 29, 2021, the Closing Date, the Company and CEP entered into the Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the Series A Share. On the Closing Date, as provided in the Redemption Agreement, the Company issued ~~750~~to CEP the Note in the principal amount of $1,000,000 ~~shares~~with an interest rate of ~~common~~6% ~~stock~~per ~~valued~~annum. atThe ~~$37~~Series A Share will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note,~~500~~ then the Company will direct the escrow agent to release the Series A Share to CEP; provided, however, that CEP will also retain all rights and privileges under the Note (~~$0.05~~and ~~per~~the ~~share~~Company will remain bound to all obligations under Note) even if the Series A Share is required to ~~Baruch~~be ~~Halpern~~released ~~for~~by ~~severance~~the ~~compensation~~escrow agent to CEP as provided in the Redemption Agreement. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.

~~The~~On June 22, 2022, the Company entered into the Addendum ~~issued~~and ~~546~~Amendment of Promissory Note (the “Note Amendment”) by and between the Company and China Energy Partners,~~160~~ ~~shares~~LLC (“China Energy”). Pursuant to the terms of ~~common~~the ~~stock~~Note ~~valued~~Amendment, atthe ~~$27~~Company and China Energy agreed to amend the Senior Promissory Note issued by the Company to China Energy on June 29,~~307~~ 2021 (~~$0.05~~the ~~per~~“China ~~share~~Energy Note”) such that (i) the principal amount and accrued interest under the China Energy Note will be repaid in full on or before June 28, 2022, with $800,000 to ~~Robert~~be ~~Kohn~~paid ~~for~~in ~~partial~~cash ~~conversion~~and $200,000 to be paid via the transfer to China Energy of tokens to an electronic wallet; and (ii) the parties agree that $60,000 in interest previously accrued under ~~compensation~~the China Energy Note was satisfied via the transfer by the Company to China Energy of 53 HyFi NFT Athena vaults.

~~The Company issued 546,160 shares of common stock valued at $27,307 ($0.05 per share) to Bonnie Nelson for partial conversion of accrued compensation.~~F-16

On ~~the Closing Date, the Company and CEP entered into the Redemption Agreement, dated as of~~ June 2928, ~~2021~~2022, ~~pursuant to which~~ the ~~Company~~China ~~redeemed~~Energy ~~the Series A Share. On the Closing Date, as provided in the Redemption Agreement, the Company issued to CEP the~~ Note ~~in the principal amount of $1~~,~~000,000~~ ~~with an interest rate of 6% per annum. The Series A Share will be held in escrow. If an Event of Default (~~as ~~defined in~~amended ~~the~~by ~~Note) occurs under~~ the Note, ~~then the Company will direct the escrow agent to release the Series A Share to CEP; provided~~Amendment, ~~however, that~~was ~~CEP~~paid will also retain all rights and privileges under the Note (and the Company will remain bound to all obligations under Note) even if the Series A Share is required to be released by the escrow agent to CEP as provided in ~~the Redemption Agreement~~full. For the avoidance of doubt, CEP will regain all rights, title, and interest in and to the Series A Share upon the occurrence of an Event of Default under the Note, regardless of the amount of the outstanding balance owed under the Note at the time of the occurrence of an Event of Default under the Note.

OnNote June 29, 2021, the Sellers agreed to (i) pay to the Company, on the closing date of the Acquisition, $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”)6. ~~The~~ ~~Company~~Stockholders’ ~~used the Cash Consideration to bring the Company into a fully reporting status with the SEC and for public company operating expenses.~~deficit

InOn ~~exchange for~~August ~~the~~5, ~~sale of the Assets and the Cash Consideration~~2021, ~~the~~ Company ~~agreed~~effected ~~to issue to~~ the ~~Sellers an aggregate of 900,000 Series C preferred~~following ~~shares~~share ~~within 30 calendar days after the State of Nevada provides written confirmation of filing of the certificate of designation for the Series C preferred stock.~~issuances:

~~F-16~~The Company issued 50,000 shares of common stock valued at $2,500 ($0.05 per share) to a consultant.

~~Pursuant~~The ~~to the~~Company ~~terms~~issued ~~of the APA~~750,000 ~~the~~shares ~~parties~~of ~~agreed~~common ~~that~~stock valued ~~the~~at ~~Series~~$37,500 C($0.05 ~~preferred~~per ~~stock~~share) ~~will~~to ~~have~~Baruch ~~the~~Halpern ~~following~~for ~~terms,~~severance ~~among others:~~compensation.

~~1. Authorized~~The ~~Shares~~Company ofissued ~~Series~~546,160 Cshares ~~Preferred~~of ~~Stock.~~common ~~The~~stock valued ~~number~~at of$27,307 ~~authorized~~($0.05 ~~shares~~per ofshare) ~~Series~~to CRobert ~~preferred~~Kohn ~~stock~~for ~~will~~partial beconversion ~~900,000~~of accrued compensation.

~~2. Conversion.~~The ~~Subject to~~Company ~~the~~issued ~~other terms and conditions in the certificate of designation~~546,160 a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of ~~Company~~ common stock~~. Based on the number of shares~~ ofvalued ~~common~~at ~~stock issued and outstanding as of November 30~~$27,307 ~~2021,~~($0.05 ifper ~~all~~share) ofto ~~the~~Bonnie ~~900,000 shares~~Nelson offor ~~Series~~partial Cconversion ~~preferred stock are issued and subsequently converted, the holders~~ of ~~the~~accrued ~~converted stock will hold 90% of the issued and outstanding shares of common stock~~compensation.

3.On the Closing Date, the Company and CEP entered into ~~Voting~~the Redemption Agreement, dated as of June 29, 2021, pursuant to which the Company redeemed the Series A Share. ~~Except~~On the Closing Date, as provided ~~otherwise~~in ~~set~~the ~~forth~~Redemption Agreement, the Company issued to CEP the Note in the ~~certificate~~principal amount of ~~designation~~$1,000,000 ~~each~~with ~~share~~an interest rate of 6% per annum. The Series CA ~~preferred~~Share ~~stock~~will be held in escrow. If an Event of Default (as defined in the Note) occurs under the Note, then the Company will direct the escrow agent to release the Series A Share to CEP; provided, onhowever, ~~any~~that ~~matter~~CEP ~~submitted~~will also retain all rights and toprivileges under the ~~holders~~Note of(and the Company ~~common~~will ~~stock,~~remain orbound ~~any~~to ~~class~~all ~~thereof,~~obligations ~~for~~under aNote) ~~vote,~~even ~~vote~~if ~~together~~the ~~with~~Series A Share is required to be released by the ~~common~~escrow ~~stock,~~agent orto ~~any~~CEP ~~class~~as ~~thereof~~provided in the Redemption Agreement. For the avoidance of doubt, asCEP will regain all rights, ~~applicable~~title, asand ~~one~~interest ~~class~~in onand ~~such~~to ~~matter~~the Series A Share upon the occurrence of an Event of Default under the Note, ~~and~~regardless ~~each~~of ~~share~~the amount of the ~~Series~~outstanding Cbalance ~~preferred~~owed ~~stock~~under ~~will~~the ~~have~~Note ~~450~~at ~~votes~~the time of the occurrence of an Event of Default under the Note.

4.On June 29, 2021, the Sellers agreed to (i) pay to ~~Dividends~~the Company, on the closing date of the Acquisition, $300,000 (the “Cash Consideration”), and (ii) transfer to the Company, on the closing date of the Acquisition, 400,000,000 HyFi Tokens (the “HyFi Token Consideration”). The ~~Series~~Company Cused ~~preferred~~the ~~stock~~Cash Consideration isto ~~not~~bring ~~entitled~~the toCompany ~~receive~~into ~~dividends~~a orfully ~~distributions~~reporting status with the SEC and for public company operating expenses.

OnIn ~~August~~exchange ~~27,~~for the sale of the Assets and the Cash ~~2021~~Consideration, the Company ~~filed~~agreed ~~with~~to issue to the Sellers an aggregate of 900,000 Series C preferred shares within 30 calendar days after the State of Nevada aprovides written confirmation of filing of the certificate of ~~designations~~designation for the Series C preferred stock.

OnPursuant ~~July~~to ~~28, 2021,~~ the ~~Company~~terms ~~amended and restated its articles~~ of ~~incorporation, as amended, in order to, among other things, (i) increase~~ the ~~number of authorized shares of common stock from 100~~APA,~~000,000~~ ~~to 500,000,000, (ii) increase~~ the ~~number~~parties ~~of authorized shares of preferred stock~~agreed ~~from~~that ~~10,000 to 5,000,000, and (iii) change~~ the ~~par~~Series ~~value~~C ~~of the~~ preferred stock ~~from~~will ~~$1.00~~have ~~par value per share to $0.0001 par value per share. As of November 30, 2021,~~ the ~~Company~~following ~~had authorized 500~~terms,~~000,000~~ ~~shares~~among of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share. As of November 30, 2021, and November 30, 2020, respectively, there were 45,000,000 and 43,107,680 shares of common stock issued and outstanding, and 900,000 and 1 shares of preferred stock issued and outstanding, respectively.others:

~~Note 7~~1. ~~Commitments~~Authorized Shares of Series C Preferred Stock. ~~and~~The ~~Contingencies~~number of authorized shares of Series C preferred stock will be 900,000.

~~Contingencies~~F-17

~~From~~2. ~~time~~Conversion. Subject to the other terms and conditions ~~time,~~in the ~~Company~~certificate ~~may~~of bedesignation, ~~involved~~a inSeries ~~legal~~C ~~matters~~preferred ~~arising~~stock inholder will have the ~~ordinary~~right ~~course~~from oftime ~~business.~~to ~~While~~time ~~the~~and ~~Company~~at ~~believes~~any ~~that~~time ~~such~~following ~~matters~~the ~~are~~date ~~currently~~that ~~not~~is ~~material,~~one ~~there~~year ~~can~~after bethe nodate ~~assurance~~on ~~that~~the ~~matters~~signature ~~arising~~page inof the ~~ordinary~~certificate ~~course~~of designations to convert each outstanding share of ~~business~~Series C ~~for~~preferred ~~which~~stock ~~the~~into 450 shares of Company ~~is,~~common stock. Based on the number of shares of common stock issued and outstanding as of orNovember ~~could~~30, be2021, ~~involved~~if inall ~~litigation~~of the 900,000 ~~will~~shares ~~not~~of ~~have~~Series aC ~~material~~preferred ~~adverse~~stock ~~effect~~are onissued ~~its~~and ~~business~~subsequently converted, ~~financial~~the ~~condition~~holders orof ~~results~~the converted stock will hold 90% of ~~operations~~the issued and outstanding shares of common stock.

~~Note~~3. 8Voting. ~~Subsequent~~Except as otherwise set forth in the certificate ~~Events~~of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes.

On October 7, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its amended and restated articles in the State of Nevada and with FINRA, in order to change its corporate name from BioPower Operations Corporation4. ~~to HyFi Corp (the “Name Change”)~~Dividends. The ~~State~~Series ofC ~~Nevada~~preferred ~~has officially changed the name of the Company to HYFI Corp. The Name Change and~~ stock ~~symbol~~is ~~change~~not isentitled ~~expected~~ to bereceive ~~effective~~dividends inor ~~the coming weeks, following clearance by the Financial Industry Regulatory Authority (FINRA)~~distributions.

~~F-17~~On August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock.

On July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to, among other things, (i) increase the number of authorized shares of common stock from 100,000,000 to 500,000,000, (ii) increase the number of authorized shares of preferred stock from 10,000 to 5,000,000, and (iii) change the par value of the preferred stock from $1.00 par value per share to $0.0001 par value per share. As of November 30, 2021, the Company had authorized 500,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share. As of May 31, 2022, and November 30, 2021, respectively, there were 45,625,000 and 45,000,000 shares of common stock issued and outstanding, and 900,000 and 1 shares and 0 shares of preferred stock issued and outstanding, respectively.

On March 5, 2022, the Company entered into a Stock Purchase Agreement (the “Compton SPA”) by and between the Company and Clarke Compton. Pursuant to the terms of the Compton SPA, the Company agreed to sell, and Mr. Compton agreed to purchase, 625,000 shares of the Company’s common stock for a total purchase price of $250,000.

On June 26, 2022 PIP agreed to purchase, and the Company agreed to sell, 500,000 shares of restricted common stock at a purchase price of $0.25 per share. As of November 30, 2022 the shares have not been issued by the transfer agent

Note 7. Commitments and Contingencies

Commitments

On April 6, 2022, the Company entered into an agreement (the “Sanctum Agreement”) with Sanctum Studios (“Sanctum”) relating to The Athena Project. Pursuant to the terms of the Sanctum Agreement, Sanctum agreed to conceptualize, create and produce a collection of 20,000 digital art assets based on the Greek Goddess Athena, in exchange for payment by the Company of $121,000 and certain variable rate payments depending on the number of vaults sold by the Company. The $121,000 is payable by the Company in three equal installments of $40,333.33 due on April 4, 2022, May 19, 2022 and July 1, 2022. The Company paid all installments due through August 31, 2022. The Sanctum deliverables are due by July 1, 2022 or earlier, as set forth in the Sanctum Agreement. The Company announced this material definitive agreement and associated Press Release, incorporated by reference, on a Current Report on Form 8-K which was filed with the SEC on April 7, 2022.

F-18

PIP North America ILO and Multi-Agreement

On June 26, 2022, the Company entered into an ILO and Multi-Agreement (the “PIP Agreement”) with PIP North America Inc. (“PIP”). Pursuant to the terms of the PIP Agreement, the parties agreed as follows:

1. The Company agreed to provide PIP the exclusivity to list the first initial license offering (“ILO”) for a minimum of 90 days. PIP can mutually agree to allow the Company to list another ILO during this period and PIP will receive 50% of gross revenues.

2. PIP will not pay any listing fee for its first three ILOs, and the Company will provide free consulting services to help structure the ILOs.

3. The Company agreed to provide services necessary from Super How for the customization of the HyFi technology for the first three PIP ILOs, including smart contracts for each listing.

4. The Company agreed to provide, at the Company’s cost, Prime Trust for anti-money laundering (AML) and know your customer (KYC) services, including processing of the payments, conversion of tokens to fiat currency for the use by the ILO issuer and all other services necessary for any ILOs, projects or bridge loans that PIP agrees to list on HyFi marketplaces to raise capital.

5. The Company agreed to provide PIP with Exclusive License options for one-year $1 million and an option for an additional year for $10 million for the agriculture category on the HyFi DeFi marketplaces. Whoever brings the issuer will receive 75% of the gross revenues and whoever does not bring the issuer will receive 25% of the gross revenues. The option for the one-year exclusive must be exercised while the first PIP ILO is listed on the HyFi ILO marketplace and, once exercised, will last for one year. Within 90 days of the expiration of the one-year exclusive license, PIP must exercise the license for the second year.

6. PIP agreed to pay the Company 5% of gross sales of PIP vaults plus usual and customary percentages charged by third party vendors for the vault program.

7. PIP agreed to purchase, and the Company agreed to sell, 500,000 shares of restricted common stock at a purchase price of $0.25 per share. As of November 30, 2022 the shares have not been issued by the transfer agent.

8. PIP agreed to purchase, and the Company agreed to sell, 3,125,000 HyFi tokens at a purchase price of $0.04 per token for $125,000. The HyFi tokens can be used as utility tokens in conjunction with HyFi DeFi marketplace fees and services, HyFi vaults, HyFi memberships and any other HyFi fees and services. As of November 30, 2022 the HyFi tokens have not been delivered.

9. The Company agreed to grant PIP an option to purchase up to 50 HyFi vaults for $1,000. The option will expire on August 30, 2022.

F-19

10. The Company agreed to provide a license for the HyFi Vault Program, a blockchain promotional and marketing program, and services necessary from third party vendors, including Super How and Sanctum Studios.

11. In exchange for the above, PIP agreed to pay to the Company $500,000. The Company agreed to use this payment as part of the payments to retire the China Energy Note, as amended.

On November 11, 2022, the Company entered into an agreement with Generation Power Group Limited. The Company agreed to act as a non-exclusive placement agent in connection with an offering to investors of up to an aggregate of $100,000,000 of securities. The Company will receive the following:

(a) Company Onboarding & Due Diligence Fee. The Company will receive a non-refundable Onboarding fee of $125,000 upon execution of this Agreement.

(b) Placement Fee. The Company will receive a cash placement fee equal to 4% of the aggregate gross proceeds received from Investors that the Company originated. The Company will receive placement fee equal to 2% of the aggregate gross proceeds received from Investors that Generation Power Group Limited originate.

(c) Expenses. The Company will receive promptly reimburse upon request for reasonable out-of-pocket expenses incurred by the Company in connection with the services provided hereunder, including, without limitation, travel costs, Site maintenance, and other customary expenses for this type of engagement, including, without limitation, out-of-pocket legal or regulatory fees, costs and expenses (including without limitation, any Offering-related regulatory filing fees and reasonable out-of-pocket counsel or consultant fees, related to the review of Offering Materials for compliance with applicable SEC/FINRA rules).

(d) All fees and expenses payable hereunder are net of all applicable withholding and similar taxes.

The term of this Agreement shall be from the date hereof until the earlier of: (i) 12 months from the date hereof; or (ii) the date of the closing of the Offering as agreed by HYFI and the Company. The engagement hereunder will commence upon the execution of this Agreement by both parties, and shall be terminable by either party, with or without cause, on 30 days’ prior written notice to the other.

As of November 30, 2022, the Company has recorded the Onboarding & Due Diligence Fee as deferred revenue.

F-20

On November 15, 2022, Robert Kohn resigned as Chief Financial Officer of the Company and as a member of the Company’s Board of Directors, effective immediately. Mr. Kohn’s resignation was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Effective November 15, 2022, the Board appointed Paul Christopher Walton to serve as the Company’s Chief Operating Officer, as well as the Company’s principal financial officer and principal accounting officer.

Mr. Walton, age 63, Since September 2022, Mr. Walton has served as Chief Operating Officer of HyFi, helping to review its security token and renewable green energy financing business. He is responsible for developing the regulated financial infrastructure which will enable HyFi to raise capital for its clients, as well as attending to key operational responsibilities.

For the past five years Mr. Walton advised several start-up fintech businesses to raise capital, arrange operations and develop business management and alternative investing markets. This work involved regulated blockchain and cryptocurrency businesses as well as style-based investment technology. At Optimal Asset Management, Mr. Walton grew assets and helped to develop a business which was eventually sold to BNY Mellon.

Mr. Walton received a Master’s Degree in Economics from the University of London and Bachelor’s Degree in Economics from the Victoria University of Manchester. Mr. Walton studied advanced management principles at the UK-based Ashridge Business School. For most of his career, Mr. Walton held regulatory qualifications administered by the then UK supervisory body, Financial Services Authority.

Contingencies

From time to time, the Company may be involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

Note 8. Subsequent Events

On May 5, 2023, the Company entered into a Joint Venture Agreement with POWGEX ENERGY PTY LTD., a South Africa limited liability company (“POWGEX”).

Pursuant to the terms of the Agreement, the Company will form a joint venture with POWGEX to conduct renewable energy projects in South Africa. The parties intend to enter into agreements and conduct renewable energy projects with the Sovereign Government of South Africa and its related ministries.

F-21

The Company will arrange for an investment in POWGEX of USD $6 million in the form of a note, loan or bond within 30 days of the Agreement’s effective date. POWGEX will loan USD $1 million to the Company, to be repaid with funds that the Company will raise for POWGEX. The Company will raise up to USD $450 million for investment in POWGEX within 90 business days of the Agreement’s effective date. The Company will own a 19.99% interest (applicable to equity, profits, dividends, cash distributions, etc.) in the entities formed under the joint venture, and the remainder will be owned by POWGEX. POWGEX will pay the Company a management advisory fee of 1.5% of all investment capital raised for all projects in the joint venture.

POWGEX will sell between 2.22% to 19.99% of its outstanding equity interest to the Company, in proportion to the amount of the total USD $450 million raised by the Company on behalf of POWGEX. The Company will sell between 1.11% to 15.00% of its outstanding equity interests to POWGEX, in proportion to the amount of the total USD $450 million raised by the Company on behalf of POWGEX. If one of the parties terminates the Agreement, breaches the Agreement or tries to sell the shares of the other party that were received pursuant to the Agreement, the other party will have the right to repurchase any or all of such shares held by the party who triggers the repurchase right under the Agreement.

The Agreement also requires the Company to sell up to 15% of its outstanding common stock to James Waithaka and Kip Harris, officers of POWGEX, split equally, for up to USD $50 million upon the completion of the other terms of the Agreement outlined above.

Furthermore, the Company must now appoint Kip Harris, one of POWGEX’s officers, to its board of directors and James Waithaka, another of POWGEX’s officers, to its board of directors one year from the date of the Agreement. The Company will appoint one director and POWGEX will appoint two directors to the board of directors for the joint venture.

F-22

Filing Compare · Biopower Operations Corp