The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the fiscal year ended November 30, 2021 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2021, filed with the Securities and Exchange Commission (the "SEC") on September 3, 2021.

Forward-Looking Statements

The information in this discussion contains forward-looking statements and information. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "should," "could," "predicts," "potential," "continue," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Quarterly Report on Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Quarterly Report on Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Overview

BioPower Operations Corporation ("we," "our," "BioPower", or the "Company") was organized in Nevada on January 5, 2011. Since February 2017, the Company has been a shell company.

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 (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.

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 intends to use the Cash Consideration to bring the Company into a fully reporting status with the Securities and Exchange Commission and for public company operating expenses.



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Pursuant 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.

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 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 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

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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

The HyFi Platform is a proposed decentralized finances (DeFi) exchange marketplace utilizing blockchain technology. The DeFi principles are based on the creation of an innovative ecosystem of financial services accessible to anyone with Internet access.

The HyFi Token will be 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. The HyFi ecosystem will be built on a combination of tokens to support its economy.

The HyFi economy is being established to advance and accelerate technologies to be funded through the use of our marketplace. Our initial focus will be on renewable energy, environment, agri-food and then other markets globally.

The HyFi Platform will initially focus on two distinct businesses: (1) the NFT Marketplace and (2) the Commodities Trading Marketplace.

1. We expect that the HyFi Platform will 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) or a particular industry market vertical. 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. 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 will include vertical markets such as the green hydrogen industry and

its many uses, e.g., electric generation, marine, aviation, transportation and

hydrogen fueling station networks. NFTs also will represent part or full

ownership of a technology license in a specific geographic territory.

? Physical projects related to renewable energy, environmental, agricultural and

humanitarian causes. NFTs will 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,

nanotechnology, precious metals, and/or precious gems, for example.





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2. The trading of commodities.

? 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) will

occur in most cases without any physical delivery obligation, and with

electronic settlement only. Traders will purchase tokens to participate. In

some cases, commodities will 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 it's a pure play on the underlying commodity.

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 expect to launch our NFT Marketplace by the end of September 2021.

NFTs will be created that will represent up to 49% ownership interest of a license to a particular geographic market (e.g., India) or a particular industry market vertical. There will be a subclass of NFTs that represent an opportunity for many participants to have fractional ownership and participation in the unique exclusive license NFT. The HyFi cash flow NFT Marketplace intends to initially list companies in the energy or energy and environment related sectors that will provide license fees from unique license fee contracts for horizontal markets such as territories. As an example, an energy trading company lists on the HyFi Platform that it is willing to pay license fees of 5% annually with a potential bonus based on income for its energy trading license for North America. It is willing to sell up to 49% of its ownership in that license for $250,000,000 minimum and maximum $1,000,000,000 in units of $50,000,000 each to institutional holders. The HyFi Platform will either (1) receive fees for due diligence for each license; listing fees for listing on the HyFi Platform; and other fees associated with this transaction, or (2) do a strategic alliance, charge no fees and have a percentage of the transaction. This decision is up to the applicant.

The cash flow NFT Marketplace also intends to initially accept horizontal marketplace NFTs. As an example, an agriculture company 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 a potential bonus annually. The HyFi Platform will either (1) receive fees for due diligence for each license; listing fees for listing on the HyFi Platform; and other fees associated with this transaction or (2) do a strategic alliance, charge no fees and have a percentage of the transaction. This decision is up to the applicant.

Once an owner is satisfied with the amount paid for the licenses, they end 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.

The Company has been in discussions with various companies in energy and energy related sectors and horizontal sectors who are interested in listing their NFTs on the NFT Marketplace. At the same time, we are working with our vendors to build out the NFT Marketplaces. We are also in initial discussions with major investment groups regarding possible joint ventures, licensing or NFT purchases. There can be no assurance that any such discussions will lead to customers or revenue.

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. As of August 31, 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 August 31, 2022, there were 45,625,000 shares of common stock issued and outstanding, and 900,000 and 1 shares of preferred stock issued and outstanding.

On October 7, 2021, the Company filed a certificate of amendment (the "Certificate of Amendment") to its amended and restated articles in order to change its corporate name from BioPower Operations Corporation. to HyFi Corp (the "Name Change"). The Name Change is expected to be effective in the coming weeks, following clearance by the Financial Industry Regulatory Authority (FINRA).



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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 was 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 Sanctum deliverables were due by July 1, 2022 or earlier, as set forth in the Sanctum Agreement.

On August 8, 2022, the Company entered into an Equity Purchase Agreement (the "Agreement"), Common Stock Purchase Warrant (the "Warrant") and Registration Rights Agreement (the "Registration Rights Agreement") with Peak One Opportunity Fund, L.P., a Delaware limited Partnership ("Peak One"), dated as of August 8, 2022, pursuant to which the Company shall have the right, but not the obligation, to direct Peak One, to purchase up to $15,000,000.00 (the "Maximum Commitment Amount") in shares of the Company's common stock, par value $0.0001 per share ("Common Stock") in multiple tranches. Further, under the Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as defined in the Agreement) from time to time to Peak One (i) in a minimum amount not less than $15,000.00 and (ii) in a maximum amount up to the lesser of (a) $300,000.00 or (b) 200% of the Average Daily Trading Value (as defined in the Agreement).

In exchange for Investor entering into the Agreement, the Company agreed, among other things, to (A) issue Peak One and Peak One Investments, LLC, an aggregate of 500,000 shares of Common Stock, (B) all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice, and (C) file a registration statement registering the Common Stock issued as Securities (as defined in the Agreement) or issuable to Investor under the Agreement for resale with the Securities and Exchange Commission within 60 calendar days of the Agreement, as more specifically set forth in the Registration Rights Agreement.

Going Concern

Our unaudited financial statements 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 unaudited 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 February 2017 to June 29, 2021.

We are working to define the details for the NFT and commodity trading marketplaces. We are focused on completing the technology needs for our September 30, 2021 launch of the NFT marketplace. At the same time, we are also focused on the end of the year completion of the full HyFi Platform, including the commodities marketplace.

The Company has been in discussions with various companies in energy and energy related sectors and horizontal sectors who are interested in listing their NFTs on the Cash Flow NFT Marketplace. At the same time, we are working with our vendors to build out the NFT Marketplaces. We are also in initial discussions with major investment groups regarding possible joint ventures, licensing or NFT purchases. There can be no assurance that any such discussions will lead to customers or revenue.

Limited Operating History; Need for Additional Capital

We cannot guarantee we will be successful in our business operations. We have not generated any revenue 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.



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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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