BIOPOWER OPERATIONS CORPORATION 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 NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements made in this annual report on Form 10-K 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.
Overview
From 2017 until the first quarter of the fiscal year ending
On
HyFi Asset Purchase Agreement
On
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 (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.
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In addition, the Sellers agreed to (i) pay to the Company, on the closing date
of the Acquisition,
Pursuant to the terms of the APA, the Company agreed to file with the
Pursuant to the terms of the APA, the parties agreed that the Series C preferred stock will 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.
The Acquisition closed on
Series A Preferred Stock Redemption Agreement & Senior Promissory Note
Also on the Closing Date, the Company and
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As provided in the APA, on
Troy MacDonald (Chairman)Adam Benchaya Robert Kohn Thomas Perez
Also on
HyFi Platform
We are a
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.
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.
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4.
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.
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 of Operation
We were dormant from
During the quarter ending
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.
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Limited Operating History; Need for
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
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.
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