As filed with the Securities and Exchange Commission on February 9, 2011 Registration No. (333- )

0001510832 false 0001510832 2021-12-01 2022-05-31 0001510832 dei:BusinessContactMember 2021-12-01 2022-05-31 0001510832 2022-05-31 0001510832 2021-11-30 0001510832 us-gaap:SeriesAPreferredStockMember 2022-05-31 0001510832 us-gaap:SeriesAPreferredStockMember 2021-11-30 0001510832 us-gaap:SeriesCPreferredStockMember 2022-05-31 0001510832 us-gaap:SeriesCPreferredStockMember 2021-11-30 0001510832 2020-11-30 0001510832 us-gaap:SeriesAPreferredStockMember 2020-11-30 0001510832 us-gaap:SeriesCPreferredStockMember 2020-11-30 0001510832 2022-03-01 2022-05-31 0001510832 2021-03-01 2021-05-31 0001510832 2020-12-01 2021-05-31 0001510832 BOPO:SaleOfTokensMember 2022-03-01 2022-05-31 0001510832 BOPO:SaleOfTokensMember 2021-03-01 2021-05-31 0001510832 BOPO:SaleOfTokensMember 2021-12-01 2022-05-31 0001510832 BOPO:SaleOfTokensMember 2020-12-01 2021-05-31 0001510832 BOPO:SaleOfTokensRelatedPartyMember 2022-03-01 2022-05-31 0001510832 BOPO:SaleOfTokensRelatedPartyMember 2021-03-01 2021-05-31 0001510832 BOPO:SaleOfTokensRelatedPartyMember 2021-12-01 2022-05-31 0001510832 BOPO:SaleOfTokensRelatedPartyMember 2020-12-01 2021-05-31 0001510832 2020-12-01 2021-11-30 0001510832 2019-12-01 2020-11-30 0001510832 2021-05-31 0001510832 2019-11-30 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2021-02-28 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-02-28 0001510832 us-gaap:PreferredStockMember 2021-02-28 0001510832 us-gaap:CommonStockMember 2021-02-28 0001510832 us-gaap:AdditionalPaidInCapitalMember 2021-02-28 0001510832 us-gaap:RetainedEarningsMember 2021-02-28 0001510832 2021-02-28 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2022-02-28 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-02-28 0001510832 us-gaap:PreferredStockMember 2022-02-28 0001510832 us-gaap:CommonStockMember 2022-02-28 0001510832 us-gaap:AdditionalPaidInCapitalMember 2022-02-28 0001510832 us-gaap:RetainedEarningsMember 2022-02-28 0001510832 2022-02-28 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2020-11-30 0001510832 us-gaap:PreferredStockMember 2020-11-30 0001510832 us-gaap:CommonStockMember 2020-11-30 0001510832 us-gaap:AdditionalPaidInCapitalMember 2020-11-30 0001510832 us-gaap:RetainedEarningsMember 2020-11-30 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-11-30 0001510832 us-gaap:PreferredStockMember 2021-11-30 0001510832 us-gaap:CommonStockMember 2021-11-30 0001510832 us-gaap:AdditionalPaidInCapitalMember 2021-11-30 0001510832 us-gaap:RetainedEarningsMember 2021-11-30 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2019-11-30 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2019-11-30 0001510832 us-gaap:CommonStockMember 2019-11-30 0001510832 us-gaap:AdditionalPaidInCapitalMember 2019-11-30 0001510832 us-gaap:RetainedEarningsMember 2019-11-30 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2020-11-30 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-03-01 2021-05-31 0001510832 us-gaap:PreferredStockMember 2021-03-01 2021-05-31 0001510832 us-gaap:CommonStockMember 2021-03-01 2021-05-31 0001510832 us-gaap:AdditionalPaidInCapitalMember 2021-03-01 2021-05-31 0001510832 us-gaap:RetainedEarningsMember 2021-03-01 2021-05-31 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2022-03-01 2022-05-31 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-03-01 2022-05-31 0001510832 us-gaap:PreferredStockMember 2022-03-01 2022-05-31 0001510832 us-gaap:CommonStockMember 2022-03-01 2022-05-31 0001510832 us-gaap:AdditionalPaidInCapitalMember 2022-03-01 2022-05-31 0001510832 us-gaap:RetainedEarningsMember 2022-03-01 2022-05-31 0001510832 us-gaap:CommonStockMember 2020-12-01 2021-05-31 0001510832 us-gaap:AdditionalPaidInCapitalMember 2020-12-01 2021-05-31 0001510832 us-gaap:RetainedEarningsMember 2020-12-01 2021-05-31 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-12-01 2022-05-31 0001510832 us-gaap:PreferredStockMember 2021-12-01 2022-05-31 0001510832 us-gaap:CommonStockMember 2021-12-01 2022-05-31 0001510832 us-gaap:AdditionalPaidInCapitalMember 2021-12-01 2022-05-31 0001510832 us-gaap:RetainedEarningsMember 2021-12-01 2022-05-31 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2019-12-01 2020-11-30 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2019-12-01 2020-11-30 0001510832 us-gaap:CommonStockMember 2019-12-01 2020-11-30 0001510832 us-gaap:AdditionalPaidInCapitalMember 2019-12-01 2020-11-30 0001510832 us-gaap:RetainedEarningsMember 2019-12-01 2020-11-30 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2020-12-01 2021-11-30 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2020-12-01 2021-11-30 0001510832 us-gaap:CommonStockMember 2020-12-01 2021-11-30 0001510832 us-gaap:AdditionalPaidInCapitalMember 2020-12-01 2021-11-30 0001510832 us-gaap:RetainedEarningsMember 2020-12-01 2021-11-30 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2021-05-31 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-05-31 0001510832 us-gaap:PreferredStockMember 2021-05-31 0001510832 us-gaap:CommonStockMember 2021-05-31 0001510832 us-gaap:AdditionalPaidInCapitalMember 2021-05-31 0001510832 us-gaap:RetainedEarningsMember 2021-05-31 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2022-05-31 0001510832 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-05-31 0001510832 us-gaap:PreferredStockMember 2022-05-31 0001510832 us-gaap:CommonStockMember 2022-05-31 0001510832 us-gaap:AdditionalPaidInCapitalMember 2022-05-31 0001510832 us-gaap:RetainedEarningsMember 2022-05-31 0001510832 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2021-11-30 0001510832 BOPO:BioPowerCorporationMember 2011-01-06 0001510832 BOPO:ChiefExecutiveOfficerAndDirectorMember 2010-09-12 2010-09-13 0001510832 srt:ChiefExecutiveOfficerMember BOPO:FTZExchangeLLCMember 2012-06-06 2012-06-07 0001510832 BOPO:HyFiMember 2021-06-28 2021-06-29 0001510832 BOPO:HyFiTokensMember 2021-06-28 2021-06-29 0001510832 us-gaap:SeriesCPreferredStockMember 2021-06-29 0001510832 us-gaap:SeriesCPreferredStockMember 2021-06-28 2021-06-29 0001510832 BOPO:ChinaEnergyPartnersLLCMember BOPO:RedemptionAgreementMember us-gaap:SeriesAPreferredStockMember 2021-06-29 0001510832 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember BOPO:TwoCustomerMember 2022-03-01 2022-05-31 0001510832 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember BOPO:FiveCustomerMember 2021-12-01 2022-05-31 0001510832 2021-07-27 0001510832 2021-07-28 0001510832 BOPO:CanadianInvestorMember 2022-03-03 2022-03-04 0001510832 BOPO:CanadianInvestorMember 2022-03-04 0001510832 BOPO:TwoCustomersMember 2020-12-01 2021-11-30 0001510832 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember BOPO:CustomerOneMember 2020-12-01 2021-11-30 0001510832 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember BOPO:CustomerTwoMember 2020-12-01 2021-11-30 0001510832 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember BOPO:TwoCustomersMember 2020-12-01 2021-11-30 0001510832 BOPO:DemandLoansMember 2022-05-31 0001510832 BOPO:DemandLoansMember srt:MinimumMember 2022-05-31 0001510832 srt:MaximumMember BOPO:DemandLoansMember 2022-05-31 0001510832 BOPO:DemandLoansMember 2021-12-01 2022-05-31 0001510832 BOPO:ReclassificationOfAccruedCompensationToNotesPayableMember 2022-05-31 0001510832 BOPO:ReclassificationOfAccruedCompensationToNotesPayableMember 2021-12-01 2022-05-31 0001510832 BOPO:DemandLoansMember srt:MinimumMember 2021-11-30 0001510832 srt:MaximumMember BOPO:DemandLoansMember 2021-11-30 0001510832 BOPO:DemandLoansMember 2020-12-01 2021-11-30 0001510832 BOPO:ReclassificationOfAccruedCompensationToNotesPayableMember 2021-11-30 0001510832 BOPO:ReclassificationOfAccruedCompensationToNotesPayableMember 2020-12-01 2021-11-30 0001510832 BOPO:DemandLoanAgreementsMember BOPO:ThirdPartyInvestorMember 2016-07-27 0001510832 BOPO:DemandLoanAgreementsMember BOPO:LenderMember 2012-01-07 0001510832 BOPO:DemandLoanAgreementsMember BOPO:LenderMember 2011-10-28 2012-01-07 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorMember 2013-12-03 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorOneMember 2015-07-30 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorOneMember 2015-07-29 2015-07-30 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorMember 2016-05-23 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorMember 2016-05-22 2016-05-23 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorTwoMember 2015-07-30 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorTwoMember 2015-07-29 2015-07-30 0001510832 2015-07-28 0001510832 2014-12-03 2015-07-28 0001510832 BOPO:ThirdPartiesMember 2022-03-01 2022-05-31 0001510832 BOPO:ThirdPartiesMember 2021-03-01 2021-05-31 0001510832 BOPO:ThirdPartiesMember 2021-12-01 2022-05-31 0001510832 BOPO:ThirdPartiesMember 2020-12-01 2021-05-31 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorMember 2015-07-30 0001510832 BOPO:ConvertibleDebtAgreementMember BOPO:ThirdPartyInvestorMember 2015-07-29 2015-07-30 0001510832 BOPO:ThirdPartiesMember 2020-12-01 2021-11-30 0001510832 BOPO:ThirdPartiesMember 2019-12-01 2020-11-30 0001510832 srt:ChiefExecutiveOfficerMember 2016-05-26 2016-05-27 0001510832 srt:ChiefExecutiveOfficerMember 2016-05-27 0001510832 srt:ChiefExecutiveOfficerMember 2016-06-01 2016-06-02 0001510832 srt:ChiefFinancialOfficerMember 2021-12-01 2022-05-31 0001510832 srt:ChiefFinancialOfficerMember 2020-12-01 2021-11-30 0001510832 srt:ChiefFinancialOfficerMember 2022-05-31 0001510832 srt:ChiefFinancialOfficerMember 2021-11-30 0001510832 BOPO:DirectorOfBusinessStrategyMember 2016-05-26 2016-05-27 0001510832 BOPO:DirectorOfBusinessStrategyMember 2016-05-27 0001510832 BOPO:DirectorOfBusinessStrategyMember BOPO:ThreeNotesMember 2016-05-27 0001510832 BOPO:DirectorOfBusinessStrategyMember 2016-06-01 2016-06-02 0001510832 BOPO:DirectorOfBusinessStrategyMember 2021-12-01 2022-05-31 0001510832 BOPO:DirectorOfBusinessStrategyMember 2020-12-01 2021-11-30 0001510832 BOPO:DirectorOfBusinessStrategyMember 2022-05-31 0001510832 BOPO:DirectorOfBusinessStrategyMember 2021-11-30 0001510832 us-gaap:InvestorMember 2016-11-30 0001510832 us-gaap:InvestorMember 2016-11-29 2016-11-30 0001510832 srt:ChiefOperatingOfficerMember 2016-03-31 0001510832 srt:ChiefOperatingOfficerMember 2016-03-01 2016-03-31 0001510832 srt:ChiefOperatingOfficerMember 2016-03-02 0001510832 srt:ChiefOperatingOfficerMember 2016-05-18 0001510832 BOPO:ThirdPartyInvestorMember 2016-05-23 0001510832 srt:ChiefOperatingOfficerMember 2016-05-23 0001510832 srt:ChiefOperatingOfficerMember 2016-05-31 0001510832 srt:ChiefOperatingOfficerMember 2016-05-01 2016-05-31 0001510832 srt:ChiefOperatingOfficerMember 2016-07-31 0001510832 srt:ChiefOperatingOfficerMember 2016-07-01 2016-07-31 0001510832 BOPO:RobertKohnMember 2021-06-29 0001510832 BOPO:RobertKohnMember 2022-05-31 0001510832 BOPO:RobertKohnMember 2021-11-30 0001510832 BOPO:HyFiTokensMember BOPO:TechnologyMember BOPO:RelatedPartiesMember 2020-12-01 2021-11-30 0001510832 BOPO:TechnologyMember BOPO:RelatedPartiesMember 2021-11-30 0001510832 BOPO:HyFiTokensMember BOPO:TechnologyMember BOPO:TroyMacDonaldMember 2020-12-01 2021-11-30 0001510832 BOPO:TechnologyMember BOPO:RelatedPartiesMember 2020-12-01 2021-11-30 0001510832 BOPO:NotesPayableAndConvertibleDebtMember 2022-03-01 2022-05-31 0001510832 BOPO:NotesPayableAndConvertibleDebtMember 2021-03-01 2021-05-31 0001510832 BOPO:NotesPayableAndConvertibleDebtMember 2021-12-01 2022-05-31 0001510832 BOPO:NotesPayableAndConvertibleDebtMember 2020-12-01 2021-05-31 0001510832 srt:ChiefExecutiveOfficerMember us-gaap:AdditionalPaidInCapitalMember 2016-05-26 2016-05-27 0001510832 srt:ChiefExecutiveOfficerMember us-gaap:AdditionalPaidInCapitalMember 2016-06-01 2016-06-02 0001510832 srt:ChiefFinancialOfficerMember 2019-12-01 2020-11-30 0001510832 srt:ChiefFinancialOfficerMember 2020-11-30 0001510832 BOPO:DirectorOfBusinessStrategyMember us-gaap:AdditionalPaidInCapitalMember 2016-05-26 2016-05-27 0001510832 BOPO:DirectorOfBusinessStrategyMember us-gaap:AdditionalPaidInCapitalMember 2016-06-01 2016-06-02 0001510832 BOPO:DirectorOfBusinessStrategyMember 2019-12-01 2020-11-30 0001510832 BOPO:DirectorOfBusinessStrategyMember 2020-11-30 0001510832 BOPO:NotesPayableAndConvertibleDebtMember 2020-12-01 2021-11-30 0001510832 BOPO:NotesPayableAndConvertibleDebtMember 2019-12-01 2020-11-30 0001510832 BOPO:ChinaEnergyPartnersLLCMember 2022-05-31 0001510832 BOPO:ChinaEnergyPartnersLLCMember 2021-11-30 0001510832 BOPO:ChinaEnergyPartnersLLCMember 2022-03-01 2022-05-31 0001510832 BOPO:ChinaEnergyPartnersLLCMember 2021-12-01 2022-05-31 0001510832 BOPO:ConsultantMember 2021-08-04 2021-08-05 0001510832 BOPO:ConsultantMember 2021-08-05 0001510832 BOPO:BaruchHalpernMember 2021-08-04 2021-08-05 0001510832 BOPO:BaruchHalpernMember 2021-08-05 0001510832 BOPO:RobertKohnMember 2021-08-04 2021-08-05 0001510832 BOPO:RobertKohnMember 2021-08-05 0001510832 BOPO:BonnieNelsonMember 2021-08-04 2021-08-05 0001510832 BOPO:BonnieNelsonMember 2021-08-05 0001510832 BOPO:StockPurchaseAgreementMember 2022-03-05 2022-03-05 0001510832 BOPO:DigitalArtMember BOPO:SanctumAgreementMember 2022-04-05 2022-04-06 0001510832 BOPO:DigitalArtMember BOPO:SanctumAgreementMember 2022-04-03 2022-04-04 0001510832 BOPO:DigitalArtMember BOPO:SanctumAgreementMember 2022-05-18 2022-05-19 0001510832 BOPO:DigitalArtMember BOPO:SanctumAgreementMember us-gaap:SubsequentEventMember 2022-06-30 2022-07-01 0001510832 BOPO:SecuritiesPurchaseAgreementMember us-gaap:ConvertibleDebtMember 2022-05-31 0001510832 BOPO:SecuritiesPurchaseAgreementMember us-gaap:ConvertibleDebtMember 2022-05-31 2022-05-31 0001510832 BOPO:ChinaEnergyPartnersNoteAmendmentMember us-gaap:SubsequentEventMember 2022-07-28 0001510832 BOPO:ChinaEnergyPartnersNoteAmendmentMember us-gaap:SubsequentEventMember 2022-07-29 0001510832 BOPO:ExclusiveLicenseOptionsYearOneMember BOPO:PIPAgreementMember us-gaap:SubsequentEventMember 2022-06-26 0001510832 BOPO:ExclusiveLicenseOptionsYearFiveMember us-gaap:SubsequentEventMember BOPO:PIPAgreementMember 2022-06-26 0001510832 us-gaap:SubsequentEventMember BOPO:PIPAgreementMember 2022-06-26 0001510832 BOPO:PIPAgreementMember us-gaap:SubsequentEventMember BOPO:RestrictedCommonStockMember 2022-06-25 2022-06-26 0001510832 BOPO:PIPAgreementMember us-gaap:SubsequentEventMember BOPO:RestrictedCommonStockMember 2022-06-26 0001510832 BOPO:PrepaymentPeriodOneMember 2022-05-31 0001510832 BOPO:PrepaymentPeriodTwoMember 2022-05-31 0001510832 BOPO:PrepaymentPeriodThreeMember 2022-05-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares BOPO:Integer xbrli:pure

As filed with the Securities and Exchange Commission on October 7, 2022

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BioPower Operations Corporation

(Exact name of registrant as specified in its charter)

Nevada	~~0191~~	~~27-4460232~~1700	27-4460232
(State or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

~~5379 Lyons~~BioPower ~~Rd. Suite~~Operations ~~301, Coconut Creek, Florida 33073 | Tel: 954-509-9830~~ Corporation

~~(Address,~~20801 ~~including~~Biscayne ~~zip code~~Blvd., ~~and~~Suite ~~telephone number, including area code, of Registrant’s principal executive offices)~~403

~~Robert Kohn | 5379 Lyons Rd.~~Aventura, ~~Suite 301, Coconut Creek, Florida~~ ~~33073 |~~FL ~~954-509-9830~~ 33180

Phone: (786) 923-0272

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Troy MacDonald

Chief Executive Officer

BioPower Operations Corporation

20801 Biscayne Blvd., Suite 403

Aventura, FL 33180

Phone: (786) 923-0272

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies ~~of Communications~~ to:

~~Peter J.~~Laura ~~Gennuso~~Anthony, Esq.

~~Gersten~~Craig ~~Savage~~D. ~~LLP~~Linder, Esq.

~~600 Lexington~~Anthony ~~Avenue~~L.G., ~~10th Floor~~PLLC

~~New York~~625 N. Flagler Drive, NYSuite ~~10022~~600

~~Facsimile: (212)~~West ~~980-5192~~Palm Beach, Florida 33401

~~Approximate~~Telephone: ~~date~~(561) ~~of commencement of proposed sale to the public~~ 514- ~~As soon as practicable after the effective date of this Registration Statement.~~0936

IfApproximate date ~~any~~ of ~~the~~ ~~securities~~commencement ~~being~~of ~~registered~~proposed onsale ~~this Form are~~ to bethe ~~offered~~public: onAs asoon ~~delayed~~as ~~or continuous~~practicable ~~basis~~after ~~pursuant to Rule 415 under~~ the ~~Securities~~effective ~~Act~~date of ~~1933,~~this ~~check the~~registration ~~following box~~statement. x

If ~~this~~ ~~Form~~any isof ~~filed~~the tosecurities ~~register~~being ~~additional~~registered ~~securities~~on ~~for~~this anForm ~~offering~~are ~~pursuant~~ to ~~Rule 462(b)~~be ~~under~~offered ~~the~~on ~~Securities~~a ~~Act,~~delayed ~~check~~or ~~the~~continuous ~~following~~basis ~~box~~pursuant ~~and~~to ~~list~~Rule ~~the~~415 ~~Securities~~under the Securities Act ~~registration statement number~~ of ~~the~~1933 ~~earlier~~check ~~effective registration statement for~~ the ~~same~~following ~~offering~~box. ¨ ☒

If ~~this~~ this Form is afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to Rule 462(cb) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐

If ~~this~~ this Form is a post-effective amendment filed pursuant to Rule 462(dc) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐

~~Large~~If this ~~accelerated~~Form ~~filer~~is ¨a ~~Accelerated~~post-effective ~~filer~~amendment ¨filed ~~Non-accelerated~~pursuant ~~filer~~to ¨Rule ~~Smaller~~462(d) ~~reporting~~under ~~company~~the xSecurities ~~(Do~~Act, ~~not~~ check ifthe afollowing ~~smaller~~box ~~reporting~~and ~~company)~~list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~CALCULATION~~Indicate OFby ~~REGISTRATION~~check ~~FEE~~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.

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)			Proposed Maximum Offering Price Per Share (4)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.0001		10,000,000	(2)	$	0.50	$	5,000,000	$	580.50
Common Stock, par value $0.0001		16,250,000	(3)	$	0.50	$	8,125,000	$	943.31
Common Stock, par value $0.0001, issuable upon exercise of warrant		1,000,000		$	1.00	$	1,000,000	$	116.10
TOTAL:								$	1,639.91

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☐

~~(1)~~If an Inemerging ~~accordance~~growth ~~with~~company, ~~Rule~~indicate ~~416(a),~~by check mark if the registrant ishas ~~also~~elected ~~registering~~not ~~hereunder~~to anuse ~~indeterminate~~the ~~number~~extended oftransition ~~additional~~period ~~shares~~for ofcomplying with ~~common~~any ~~stock~~new ~~that~~or ~~may~~revised befinancial ~~issued~~accounting ~~and~~standards ~~resold~~provided pursuant to ~~stock~~Section ~~splits,~~7(a)(2)(B) ~~stock~~of ~~dividends,~~the ~~recapitalization~~Securities ~~and other similar transactions~~Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(2a) ~~Direct~~of ~~Public~~the ~~Offering~~Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

~~(3)~~The information ~~Selling~~in ~~Stockholders~~this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~(4)~~PRELIMINARY ~~There~~PROSPECTUS isSUBJECT noTO ~~current~~COMPLETION ~~market~~DATED ~~for~~OCTOBER the securities and the price at which the Shares are being offered has been arbitrarily determined by the Company and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 19337, ~~as amended.~~2022

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 193310, ~~as amended~~417, ~~or until the Registration Statement shall~~963 ~~become~~SHARES ~~effective~~OF onCOMMON ~~such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.~~STOCK

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted by the law of such state or jurisdiction. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities500, ~~or passed upon the adequacy or accuracy of the prospectus. Any~~000 ~~representation~~SHARES toOF ~~the~~COMMON ~~contrary~~STOCK isUNDERLYING ~~a criminal offense.~~WARRANTS

PRELIMINARY PROSPECTUS Subject to Completion, Dated: February 9, 2011

BIOPOWER OPERATIONS CORPORATION

UpThis Prospectus (this “Prospectus”) relates to the offer and sale from time to time of up to 10,917,963 shares of common stock, par value $0.0001 (“Common Stock”), of BioPower Operations Corporation, a Nevada corporation (“we,” “us,” “our,” or the “Company”), by Peak One Opportunity Fund, L.P. (“Peak One”) and Peak One Investments, LLC (“Investments”) (Peak One and Investments are collectively referred to herein as the “Selling Securityholders”). We are registering the resale of up to 10,417,963 shares of Common Stock issuable to Peak One under an equity line in the amount of $15,000,000 (the “Equity Line”) established by the Equity Purchase Agreement, dated as of August 8, 2022 (“Equity Line”), between us and Peak One, as more fully described in this Prospectus and we are also registering up to 500,000 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of 500,000 warrants (“Warrants”) held by Peak One Investments, LLC which were issued under the Equity Line, and which entitle Investments to purchase 500,000 shares Common Stock at a fixed exercise price of $0.5020 per share ~~via~~subject ato ~~Direct~~the ~~Public~~terms of the Warrants. Peak One Investments, LLC is the General Partner of Peak One Opportunity Fund, L.P., both of which are Delaware entities. The resale of such shares by the Selling Securityholders pursuant to this Prospectus is referred to as the “Offering.”

~~And~~We are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Securityholders. We will, however, receive proceeds from our sale of our shares of Common Stock under the Equity Line to the Selling Securityholders and the proceeds of any cash exercise of Warrants by the Selling Securityholders

17The Equity Purchase Agreement with Peak One provides that Peak One is committed to purchase up to $15,~~250~~000,000 (“Maximum Commitment ~~Shares~~Amount”) of our Common Stock ~~from~~over ~~Existing~~the ~~Stockholders~~course of the commitment period. Pursuant to the terms of the Equity Purchase Agreement, the commitment period will begin on the date of the Equity Purchase Agreement, and ending on the earlier of (i) the date on which Peak One shall have purchased Common Stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) thirty-six (36) months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company to Peak One (which shall not occur during any Valuation Period or at any time that Peak One holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”).

~~This~~During ~~Prospectus relates to~~ the ~~sale~~Commitment ~~of 17~~Period,~~250,000~~ ~~shares~~the ofpurchase ~~common~~price ~~stock,~~to ~~$0.0001~~be ~~par value~~paid ~~(“Common~~by ~~Shares”)~~Peak ofOne ~~BioPower~~for ~~Operations~~the ~~Corporation,~~Common aStock ~~Nevada~~under ~~company (“BIO”,~~the ~~“we”,~~Equity ~~“us”,~~Purchase ~~“our”,~~Agreement ~~“Company”~~shall orbe ~~similar terms) by existing stockholders~~90% (of the ~~“selling~~Market ~~stockholders”). Of these shares~~Price, upwhich tois ~~1,000,000~~defined ~~shares~~as ~~may be issued upon~~ the ~~exercise~~lesser of athe ~~warrant~~(i) atclosing ~~$1.00~~bid ~~per~~price ~~share.~~of Inthe ~~addition,~~Common weStock ~~are offering~~ on athe ~~best~~trading ~~efforts~~day ~~basis~~immediately uppreceding the torespective ~~10,000,000~~Put ~~shares~~Date of(as ~~our~~defined ~~common stock~~ in a ~~direct~~the ~~public~~Equity ~~offering~~Purchase Agreement), ~~without any involvement of underwriters~~ or ~~broker-dealers,~~ ~~for up to ninety~~ (90ii) ~~days~~lowest ~~following~~closing ~~the~~bid ~~date~~price of ~~this Prospectus. If all shares being offered by~~ the ~~Company~~Common ~~are~~Stock ~~sold,~~during the ~~Company~~ ~~would~~Valuation ~~receive~~Period an(as ~~aggregate~~defined ofin ~~$5,000,000. The offering price is $0.50 per share for~~ the ~~Company~~Equity ~~shares~~Purchase ~~being~~Agreement), ~~offered~~in ~~pursuant~~each tocase ~~this~~as ~~Prospectus.~~reported ~~The shares being offered~~ by ~~the~~Bloomberg ~~selling~~Finance ~~stockholders will be sold at $0~~L.50P. ~~per~~or ~~share~~other ~~until~~reputable ~~such~~source ~~time~~designated asby ~~the~~Peak ~~Company’s shares of common stock are quoted on the OTC Bulletin Board and thereafter at prevailing market prices~~One.

~~Direct~~We ~~Public~~may ~~Offering~~draw on the Equity Line from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Equity Purchase Agreement. The 10,417,963 shares of Common Stock included in this prospectus represent a portion of the Common Stock issuable to the Selling Securityholders under the Equity Purchase Agreement.

The ~~10,000,000~~Selling ~~shares~~Securityholders ofare ~~common~~“underwriters” ~~stock~~within ~~being registered directly by~~ the ~~Company~~meaning ~~is a best efforts offering~~ of ~~Common~~Section ~~Shares by the Company for up to ninety~~ 2(90a)(11) ~~days following~~of the ~~date~~Securities ~~of this Prospectus~~Act. No ~~public~~The ~~market~~Selling ~~currently~~Securityholders ~~exists~~may ~~for~~sell the ~~securities~~shares ~~being~~of ~~offered.~~Common WeStock ~~are~~acquired ~~offering~~under ~~for~~the ~~sale~~Equity aLine ~~total~~and ~~of 10,000,000~~the ~~shares~~Warrant ofShares, ~~common~~described ~~stock~~in atthis aProspectus, ~~fixed~~in ~~price of $0.50 per~~a ~~share. There is no minimum~~ number of ~~shares~~different ~~that~~ways ~~must be sold by us for the Offering to proceed,~~ and weat ~~will~~varying ~~retain~~prices. ~~the proceeds~~See ~~from~~“Plan ~~the sale~~ of ~~any~~Distribution” offor ~~the~~more ~~offered~~information ~~shares. There~~about ishow ~~no arrangement to place~~ the ~~proceeds~~Selling ~~from this~~Securityholders ~~Offering~~may insell anthe ~~escrow,~~shares ~~trust~~of orCommon ~~similar~~Stock ~~account,~~being asregistered ~~Nevada law does not require that funds raised~~ pursuant to ~~the~~this ~~sale of securities be placed into an escrow account~~Prospectus.

~~The~~We ~~Offering is being conducted on a self-underwritten, best efforts basis, which means certain of our officers and directors~~ will ~~attempt~~pay ~~to sell~~ the ~~shares. Our~~ ~~officers~~expenses orincurred ~~directors~~in ~~are~~registering ~~neither registered broker-dealers nor affiliates of registered broker-dealers. This Offering will permit our officers and directors to sell~~ the shares ~~directly~~of toCommon ~~the public~~Stock, ~~with~~ noincluding ~~commission~~legal ~~payable~~and toaccounting ~~them for any shares they may sell~~fees. ~~In offering~~ ~~the~~See ~~securities~~“Plan ~~on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act~~ of ~~1934~~Distribution.”

~~The~~Our ~~shares~~Common ~~will~~Stock beis ~~offered~~currently atquoted aon ~~fixed~~the ~~price~~OTC ofMarket $0Group, Inc.50’s ~~per~~OTC ~~share~~Pink ~~for~~tier aunder ~~period of ninety (90) days from~~ the ~~date~~symbol of“BOPO.” ~~this~~On ~~Prospectus~~October 4, ~~unless~~2022, ~~extended~~the bylast ~~our~~reported ~~board of~~sale ~~directors~~price ~~for~~of anour ~~additional~~Common ~~ninety~~Stock ~~(90)~~was ~~days~~$0.177.

~~Should~~Our ~~the~~principal ~~Company~~executive beoffices ~~successful~~are inlocated ~~selling~~at ~~the~~20801 ~~10,000,000~~Biscayne ~~shares~~Blvd., itSuite ~~will receive $5~~403,~~000,000~~ ~~in proceeds. There can be no assurance that we will sell all or any of the shares being offered. If we are unable to sell all of the shares~~Aventura, ~~our~~FL ~~ability to implement the business plan as identified in this Prospectus may be materially and adversely affected, as is further identified under the Use of Proceeds section commencing on Page 10~~33180.

~~We are a~~Investing ~~development stage company and have just recently commenced operations. Any investment~~ in ~~the~~our ~~common~~Common ~~shares~~Stock ~~offered herein~~ involves a high degree of risk. ~~You~~ ~~should~~See ~~only~~“Risk ~~purchase~~Factors” ~~shares~~beginning ifon ~~you~~page ~~can~~19 ~~afford a loss~~ of ~~your~~this ~~investment~~Prospectus. ~~Our independent registered public accountant has issued an audit opinion for us which includes a statement expressing substantial doubt as to our ability to continue as a going concern.~~

~~Selling~~Neither ~~Stockholders~~the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Selling Stockholders may sell their shares at a fixed price of $0.50 per share (until such shares are quoted on the OTC Bulletin Board and thereafter at such prevailing market prices) utilizing any one or more of the following methods when selling shares: (i) ordinary brokerage transactions and transactions in which the broker-dealer solicits investors; (ii) block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (iii) purchases by a broker-dealer as principal and resale by the broker-dealer for its account; (iv) privately negotiated transactions; (v) to cover short sales after the date ~~the registration statement,~~ of ~~which~~ this Prospectus is ~~a part~~___________, ~~is declared effective by the Securities and Exchange Commission; (vi) a combination of any such methods of sale; and (vii) any other method permitted pursuant to applicable law~~2022.

Our common stock is presently not listed on any national securities exchange or the Nasdaq Stock Market. Subsequent to the initial filing date of this registration statement on Form S-1, in which this Prospectus is included, we intend to have an application filed on our behalf by a market maker for approval of our common stock for quotation on the Over-the-Counter Bulletin Board (“OTC-BB”) quotation system. No assurance can be made, however, that we will be able to locate a market maker to submit such application or that such application will be approved.

The Company is currently in the development stage and there can be no assurance that the Company will be successful in furthering its operations. Persons should not invest unless they can afford to lose their entire investment. Before purchasing any of the Common Shares covered by this Prospectus, carefully read and consider the risk factors included in the section entitled “Risk Factors” beginning on Page 3. These securities involve a high degree of risk, and prospective purchasers should be prepared to sustain the loss of their entire investment. There is currently no public trading market for the securities.

Neither the United States Securities and Exchange Commission (“SEC”), nor any state securities commission, has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is February , 2011

TABLE OF CONTENTS

Prospectus Summary		1
	Page
Risk Factors		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
Risks Relating to our Business		3
INDUSTRY AND MARKET DATA	2
Risks Relating to our Common Shares and the Trading Market		7
TRADEMARKS AND COPYRIGHTS	3
Forward Looking Statements		10
PROSPECTUS SUMMARY	3
Use of Proceeds		10
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	18
Determination of Offering Price		12
RISK FACTORS	19
Dilution		12
USE OF PROCEEDS	45
Selling Security Holders		14
DETERMINATION OF OFFERING PRICE	45
Plan of Distribution		16
DIVIDEND POLICY	46
Description of Securities to be Registered		18
CAPITALIZATION	46
Interests of Named Experts and Counsel		18
MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	46
Information with Respect to the Registrant		19
DESCRIPTION OF BUSINESS	48
Description of Business		19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	66
Description of Property		24
MANAGEMENT	77
Legal Proceedings		24
EXECUTIVE COMPENSATION	80
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	82
Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	84
Directors, Executive Officers, Promoters and Control Persons		28
DESCRIPTION OF SECURITIES	86
Executive Compensation, Corporate Governance		29
SELLING SECURITYHOLDERS	91
Security Ownership of Certain Beneficial Owners and Management		30
PLAN OF DISTRIBUTION	93
Transactions with Related Persons, Promoters and Certain Control Persons		31
SHARES ELIGIBLE FOR FUTURE SALE	95
Director Independence		32
LEGAL MATTERS	96
Material Changes		32
EXPERTS	96
Incorporation of Certain Information by Reference		32
DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	96
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		33
WHERE YOU CAN FIND ADDITIONAL INFORMATION	97
Financial Statements		34
INDEX TO FINANCIAL STATEMENTS	F-1

~~You~~No ~~should~~dealer, ~~rely~~salesperson ~~only~~or onother ~~the~~individual has been authorized to give any information or to make any representation other than those contained in this prospectus in connection with the offer made by this prospectus. Weand, ~~have~~if ~~not~~given or made, such information or representations must ~~authorized~~not ~~anyone~~be torelied ~~provide~~upon ~~you~~as ~~with~~having ~~different~~been ~~information~~authorized by us. WeThis ~~are~~prospectus does not ~~making offers~~constitute an offer to sell or ~~seeking~~a ~~offers~~solicitation of an offer to buy ~~these~~any securities in any jurisdiction ~~where~~ ~~the~~in which such an offer or ~~sale~~solicitation is not ~~permitted.~~authorized ~~You~~or ~~should~~in ~~assume~~which ~~that~~ the ~~information~~person making such ~~contained~~offer inor ~~this~~solicitation ~~Prospectus~~is not qualified to do so, or to any person to whom it is ~~accurate~~unlawful asto ofmake ~~the~~such ~~date~~offer inor solicitation. Neither the ~~front~~delivery of this ~~Prospectus~~ ~~only.~~prospectus ~~Our~~nor ~~business~~any sale made hereunder shall, ~~financial~~under ~~condition~~any circumstances, ~~results~~create ofany ~~operations~~implication ~~and~~that there has been ~~Prospectus~~no ~~may~~change ~~have~~in ~~changed~~our ~~since~~affairs or that information contained herein is correct as of any time subsequent to the date hereof.

WeFor ~~obtained~~investors ~~statistical~~outside ~~data,~~the ~~market~~United ~~data~~States: ~~and~~We ~~other~~have ~~industry~~not ~~data~~done ~~and~~anything ~~forecasts used~~that ~~throughout~~would permit this ~~Prospectus~~offering ~~from~~or ~~market~~possession ~~research,~~or ~~publicly~~distribution ~~available~~of this ~~information~~prospectus ~~and~~in ~~industry~~any ~~publications.~~jurisdiction ~~Industry~~where ~~publications~~action ~~generally~~for ~~state~~ that ~~they~~purpose ~~obtain~~is ~~their~~required, ~~information~~other ~~from~~than ~~sources~~in ~~that~~the ~~they~~United ~~believe~~States. toPersons beoutside the United ~~reliable~~States who come into possession of this prospectus must inform themselves, ~~but~~and ~~they~~observe doany ~~not~~restrictions ~~guarantee~~relating to, the ~~accuracy~~offering of the shares of our common stock and ~~completeness~~the distribution of this prospectus outside the ~~information~~ United States.

PROSPECTUS SUMMARY

Prospective investors should consider carefully the information discussed under Risk Factors and Use of Proceeds sections, commencing on Page 3 and Page 10, respectively. An investment in our securities presents substantial risks, and you could lose all or substantially all of your investment.

BioPower is a development stage renewable energy company, focused on growing biomass energy crops including trees and bamboo (“biomass feedstock”) to be converted into electricity and biofuels. We intend to operate our Company through three wholly-owned subsidiaries, BioPower Corporation, Global Energy Crops Corporation and Green Oil Plantations Americas Inc. BioPower Corporation has the exclusive license for the United States, Central America, Guam, Mexico and Cuba from Clenergen Corporation to utilize their biomass growing technologies. Clenergen Corporation is a public company which utilizes a tree adapation technology applied to selected tree species, namely, Paulownia and Melia dubia and a grass Beema Bamboo. This process increases biomass yields by shortening the typical growth cycle resulting in up to a 40% increase over the normal growth rate of trees and grass. Green Oil Plantations Americas has the exclusive license for North, Central, South America and the Caribbean from Green Oil Plantations Ltd. and their affiliates to utilize their biomass growing technologies and turnkey project management to grow biomass energy crops. As a development stage company, our plan is to grow energy crops by (1) acquiring land, (2) joint venturing with land owners who have land which cannot grow food and would like to grow energy crops and (3) joint venturing with investors looking to acquire land and grow energy crops. We then intend to sell the biofuels and sell biomass feedstock for the generation of electricity.

Through this Offering, we are seeking to raise on a best efforts basis up to $5,000,000 from the sale of 10,000,000 shares of common stock at $0.50 per share. This is the maximum amount, and there is no minimum amount. We have no intention to return any funds raised to investors if the maximum amount is not raised.

We will use our best efforts to raise the entire $5,000,000 under this Offering in order to proceed with our business plan. However, should we not be successful in doing so, we will be required to adjust our business plan according to the amounts raised, which may have a material and adverse effect on our operations. As a specific example, should we only be able to raise 25% of the amount being sought, we anticipate we will have only very limited working capital, and would therefore be required to raise additional funds. If we are unable to do so, our entire business could fail.

Should we be successful in raising the entire $5,000,000, and together with our existing cash in hand, we will have sufficient resources to commence the implementation of our business plan, including the project development of our first growing location and putting together the project finance elements necessary for normal project finance.

We have elected to make this public Offering of securities to raise the funds that are necessary to establish our project development operations for growing biomass energy crops in the United States, Central America, Mexico, Guam, Cuba and other countries. Our decision to finance our operations through this Offering is based on a presumption that we will be more successful by offering securities under an effective registration statement than through a private offering of equity or through debt financing. There can be no assurance that we will sell all or any of the shares being offered, and if we are unable to sell all of the shares, our ability to implement the plan of operations as identified in this Offering may be materially and adversely affected as further identified under the Use of Proceeds section commencing on Page 10.

Following is a brief summary of this Offering:

Securities being offered:		Up to 27,250,000 shares of common stock, par value $0.0001, of which 10,000,000 shares are part of the direct public offering, and 17,250,000 are being offered for sale by existing stockholders, including up to 1,000,000 shares which may be issued upon exercise of a warrant for the purchase of 1,000,000 shares of our common stock at $1.00 per share.
Offering price per share:		$0.50
Offering period:		The shares are being offered for a period not to exceed 90 days from the effectiveness of this Prospectus, unless extended by our Board of Directors for an additional 90 days.

Net proceeds to us:		$5,000,000, based on the maximum 10,000,000 shares being sold. There is no assurance that we will be successful in selling this entire amount. Furthermore, there is no minimum amount of shares that may be sold under this Offering, and we have no intention to return funds raised to investors should we sell lesser amounts than the maximum, even if the amounts raised are not sufficient to fully undertake our plan as identified in this Prospectus. The Company will not receive any proceeds from the sale of shares by the selling stockholders. However, the Company may receive up to $1,000,000 in the event that the warrant described herein is exercised for the purchase of 1,000,000 shares of our common stock.
Use of proceeds:		If we are successful in raising the entire $5,000,000, we intend to use the proceeds to pay administrative and legal costs, further the implementation of our business plan, and to provide additional working capital to the Company. If we are unsuccessful in raising the entire amount under this Offering our ability to implement the business plan as identified in this Prospectus may be materially and adversely affected. Refer to Use of Proceeds section commencing on Page 10 for additional information.
Number of shares outstanding before the Offering:		90,250,000
Number of shares outstanding after the Offering if all the shares are sold:		100,250,000

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Our~~This ~~principal~~prospectus ~~executive~~contains ~~offices~~forward-looking ~~are~~statements. ~~located at 5379 Lyons Road~~Specifically, ~~Suite 301, Coconut Creek, Florida 33073. Our telephone number is (954) 509~~forward-~~9830.~~looking ~~Our website~~statements ~~address~~may isinclude ~~www.biopoweroperations.com.~~statements ~~The~~relating ~~information on or accessible through our website is not part of this Prospectus.~~to:

	●	our future financial performance;

	●	changes in the market for our products and services;

	●	our expansion plans and opportunities; and

	●	other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

	●	the level of demand for our products and services;

	●	competition in our markets;

	●	our ability to grow and manage growth profitably;

	●	our ability to access additional capital;

	●	changes in applicable laws or regulations;

	●	our ability to attract and retain qualified personnel;

	●	the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and

	●	other risks and uncertainties indicated in this prospectus, including those under “Risk Factors.”

MARKET, INDUSTRY AND OTHER DATA

We are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from internal surveys, market research, publicly available information and industry publications. The market research, publicly available information and industry publications that we use generally state that the information contained therein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications, and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.

~~RISK~~TRADEMARKS ~~FACTORS~~AND COPYRIGHTS

AnWe ~~investment~~have applied for federal trademark registration or have rights to trademarks or trade names that we use in connection with the operation of our ~~securities~~business, ~~should~~including beour ~~considered~~corporate ~~highly~~names, ~~speculative~~logos ~~due~~and website names. In addition, we own or have the rights to ~~various~~ ~~factors~~copyrights, ~~including~~trade secrets and other proprietary rights that protect the ~~nature~~content of our ~~business~~products and the ~~present~~formulations ~~stage~~for ~~of our~~such ~~development~~products. An ~~investment~~This inprospectus may ~~our~~also ~~securities~~contain ~~should~~trademarks, ~~only~~service ~~be undertaken~~marks byand ~~persons~~trade ~~who~~names ~~have~~of ~~sufficient~~other ~~financial~~companies, ~~resources~~which toare ~~afford~~ the ~~total~~ ~~loss~~property of their ~~investment~~respective owners. In ~~addition~~Our use toor ~~the~~display ~~usual~~of ~~risks associated~~third ~~with~~parties’ ~~investment~~trademarks, service marks, trade names or products in athis ~~business,~~prospectus ~~you~~is ~~should~~not ~~carefully~~intended ~~consider~~to, ~~the~~and ~~following~~should ~~known~~not ~~material~~be ~~risk~~read ~~factors~~to, ~~and~~imply ~~all~~a ~~other~~relationship ~~information~~with ~~contained~~or inendorsement or sponsorship of us. Solely for convenience, some of the copyrights, ~~this~~trade ~~Prospectus~~names ~~before~~and ~~deciding~~trademarks referred to ~~invest~~ in ~~our~~this ~~Common~~prospectus ~~Stock. If~~are ~~any~~listed without their ©, ® and ™ symbols, but we will assert, ofto the ~~following~~fullest ~~risks~~extent ~~occur~~under applicable law, our ~~business~~rights to our copyrights, ~~financial~~trade ~~condition~~names and ~~results~~trademarks. ~~of operations~~All ~~could~~other betrademarks ~~materially~~are ~~and~~the ~~adversely~~property of ~~affected~~their respective owners.

~~Risks~~IMPLICATIONS ~~Relating~~OF toBEING ~~our~~A ~~Business~~SMALLER REPORTING COMPANY

We are ~~subject~~a to“smaller reporting company” and accordingly may provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of operations disclosure. As a ~~going~~result, ~~concern~~the ~~opinion~~information ~~from~~that we provide to our ~~independent~~stockholders may be different than ~~auditors~~you might receive from other public reporting companies in which you hold equity interests.

~~Our~~PROSPECTUS independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended November 30, 2010, relative to our ability to continue as a going concern. We had a working capital deficit of ($1,333) and we had a deficit accumulated during the development stage of ($1,334), as at November 30, 2010. Because our auditors have issued a going concern opinion, it means there is substantial uncertainty we will continue operations in which case you could lose your investment. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. As such we may have to cease operations and investors could lose their entire investment.SUMMARY

WeThis ~~have~~summary ~~limited~~of ~~operating~~the ~~history~~prospectus highlights material information concerning our business and ~~have~~this ~~earned~~offering. noThis ~~revenues~~summary todoes ~~date~~not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the information presented under the section entitled “Risk Factors” and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

~~We have~~In ~~limited~~this ~~operating~~prospectus, ~~history~~unless ~~and~~the nocontext ~~revenues. We~~indicates ~~expect~~otherwise, to“BioPower,” ~~incur~~“BioPower ~~losses~~Operations,” at“HyFi,” ~~least~~“HyFi inCorp.,” the ~~first year~~“Company,” ~~and possibly beyond~~“we,” ~~due to significant costs associated with~~ “our ~~business development~~,” ~~including~~“ours” ~~costs associated with our~~or ~~operations.~~“us” ~~There~~refer ~~can~~to beBioPower noOperations ~~assurance~~Corporation, ~~that~~a weNevada ~~will be able to successfully implement our business plan~~corporation, orand ~~that~~its ~~our~~subsidiaries. ~~operations~~Peak ~~will~~One ~~ever~~Opportunity ~~generate~~Fund, ~~sufficient~~L.P. ~~revenues~~is referred to ~~fund~~herein ~~our~~as ~~continuing~~“Peak ~~operations~~One” or ~~that~~“Investor” weand ~~will~~Peak ~~ever generate~~One ~~positive cash flow from our operations. Further~~Investments, weLLC ~~can~~is ~~give no~~referred ~~assurance that we will attain or thereafter sustain profitability in any~~to ~~future~~herein ~~period.~~as ~~Since our resources are presently very limited~~“Investments,”. ~~insufficient future~~Peak ~~revenues~~One ~~would~~and ~~result~~Investments inare ~~termination~~collectively ofreferred ~~our~~to ~~operations,~~herein as wethe ~~cannot sustain~~“Selling ~~unprofitable operations, unless additional equity or debt financing is obtained~~Securityholders”.

WeThis ~~have~~summary nocontains ~~profitable~~basic ~~operating~~information ~~history~~about us and the offering. Because it is a summary, ~~are~~it ~~competing~~does ~~with~~not ~~well-established~~contain all the information that you ~~companies~~should inconsider ~~our~~before ~~business~~investing. ~~sector~~You should read the entire prospectus carefully, including the risk factors and ~~may~~our ~~never~~financial ~~achieve~~statements ~~profitability~~and the related notes to those statements included in this prospectus.

~~The~~We ~~Company~~have ~~intends~~not authorized anyone to ~~commence~~provide ~~operations~~you inwith ~~February 2011~~different information and toyou ~~date has~~must ~~been~~not ~~focused~~rely on ~~raising~~any ~~money~~unauthorized ~~and~~information ~~filing~~or ~~this registration statement~~representation. We are ~~faced~~ ~~with~~not ~~all~~making ofan ~~the~~offer ~~risks~~to ~~associated~~sell ~~with~~these asecurities ~~company~~ in ~~the~~any ~~early~~jurisdiction ~~stages~~where ~~of development~~an offer or sale is not permitted. ~~Our~~This ~~business~~document may only be used where it is ~~subject~~legal to ~~numerous~~sell ~~risks~~these ~~associated~~securities. ~~with~~You ~~a relatively~~should ~~new,~~assume ~~undercapitalized~~that ~~company~~the ~~engaged~~information appearing in ~~our~~this ~~business~~prospectus ~~sector.~~is ~~Such~~accurate only ~~risks~~as ~~include,~~of ~~but~~the ~~are~~date ~~not~~on ~~limited~~the tofront of this prospectus, ~~competition~~regardless ~~from~~of ~~well-established~~the ~~and well-capitalized~~time ~~companies~~of ~~and~~delivery ~~unanticipated~~of ~~difficulties~~this ~~regarding~~prospectus, ~~the marketing~~or ~~and~~any sale of our ~~products~~common stock. Our ~~There~~business, ~~can~~financial becondition noand ~~assurance~~results ~~that~~of weoperations ~~will~~may ~~ever generate~~have ~~significant~~changed ~~commercial~~since ~~sales~~the ordate ~~achieve~~on ~~profitability.~~the ~~Should~~front of this ~~be the~~prospectus. ~~case,~~We ~~our~~urge you ~~common~~to ~~stock~~carefully ~~could~~read ~~become~~this ~~worthless~~prospectus ~~and~~before ~~investors~~deciding inwhether ~~our~~to ~~common stock~~invest orin ~~other~~any ~~securities~~of ~~could~~the ~~lose~~common ~~their~~stock ~~entire~~being ~~investment~~offered.

We need to obtain a significant amount of debt and/or equity capital to commence acquiring land, growing trees and bamboo and providing management of the biomass operations, which we may not be able to obtain on acceptable terms or at all.

We will require additional capital to fund our business and development plan, including the acquisition of land and planting and management of biomass energy crops (“biomass operations”). In addition, once these farms have been planted, we will have to fund the start-up operations of these biomass operations until, if ever, the biomass is sold and generates sufficient cash flow. We may also encounter unforeseen costs that could also require us to seek additional capital. As a result, we expect to seek to raise additional debt and/or equity funding. The full and timely development and implementation of our business plan and growth strategy will require significant additional resources, and we may not be able to obtain the funding necessary to implement our growth strategy on acceptable terms or at all. An inability to obtain such funding would prevent us from planting any tree farms or plantations. Furthermore, our plantation strategy may not produce revenues even if successfully funded. We have not yet identified the sources for the additional financing we require and we do not have commitments from any third parties to provide this financing. We might not succeed, therefore, in raising additional equity capital or in negotiating and obtaining additional and acceptable financing. Our ability to obtain additional capital will also depend on market conditions, national and global economies and other factors beyond our control. We might not be able to obtain required working capital, the need for which is substantial given our business and development plan. The terms of any future debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.

We have limited financial and management resources to pursue our growth strategy.

Our growth strategy may place a significant strain on our management, operational and financial resources. We have negative cash flow from operations and continue to seek additional capital. We will have to obtain additional capital either through debt or equity financing to continue our business and development plan. There can be no assurance, however, that we will be able to obtain such financing on terms acceptable to our company.

~~If we~~BUSINESS raise additional funds through the issuance of equity or convertible securities, these new securities may contain certain rights, preferences or privileges that are senior to those of our common shares. Additionally, the percentage of ownership of our company held by existing shareholders will be reduced.OVERVIEW

We will be dependent on third parties for expertise in the management of our Biomass plantations and any loss or impairment of these relationships could cause delay and added expense. In addition, we currently have no binding definitive agreements with such parties and their failure to perform could hinder our ability to generate revenues.Overview

~~The~~BioPower ~~number~~Operations ofCorporation ~~biomass~~(“we,” ~~plantation~~“our,” ~~management~~“BioPower”, ~~companies~~or ~~with~~ the ~~necessary~~“Company”) ~~expertise to~~was ~~manage~~incorporated ~~the~~in Nevada ~~biomass~~on ~~plantations~~January is5, ~~limited~~2011. WeOn ~~will~~January be6, ~~dependent~~2011, onthe ~~our relationships~~shareholders ~~with~~of ~~third~~BioPower ~~parties~~Corporation ~~for~~(“BC”), ~~their~~which ~~expertise.~~was ~~Any~~incorporated ~~loss~~in the State of Florida on September 13, or2010 ~~damage~~and re-domiciled to Nevada on January 5, ~~these~~ ~~relationships~~2011, ~~particularly~~contributed ~~during~~their ~~the~~shares ~~planting~~of ~~and~~BC ~~start-up~~to ~~period~~our ~~for~~Company ~~the~~and ~~plantation(s),~~BC ~~may~~became ~~significantly~~a ~~delay~~wholly orowned ~~even~~subsidiary ~~prevent~~of usour ~~from~~Company. ~~continuing operations~~BC is no longer active at ~~these~~this ~~plantations~~time and ~~result~~does innot have any assets or operations. On June 11, 2021, the ~~failure~~Company offormed ~~our~~HYFI ~~business~~CORP, a Florida corporation, as its wholly owned subsidiary. ~~The~~From 2017 until February 17, 2022, ~~time~~the ~~and~~Company ~~expense~~was ofa ~~locating~~shell ~~new~~company, ~~plantation~~as ~~management~~such ~~companies~~term ~~could~~is ~~result~~defined in ~~unforeseen~~ ~~expenses~~Rule ~~and~~12b-2 ~~delays.~~promulgated ~~Unforeseen~~under ~~expenses~~the ~~and~~Securities ~~delays~~Exchange ~~may~~Act ~~reduce~~of ~~our~~1934, as amended ~~ability~~(the to“Exchange ~~generate~~Act”). ~~revenue~~On February 17, 2022, we commenced operations and, ~~significantly~~accordingly, ~~damage~~we ~~our~~ceased ~~competitive~~to ~~position~~be ina shell company at ~~the~~that ~~industry~~time.

We are ~~will~~a beU.S.-based fintech company that has developed and owns an innovative hybrid Centralized and Decentralized Finance (“CeDeFi”) ~~required~~blockchain technology called “HyFi”. The Company’s primary objective is to ~~hire~~operate a HyFi marketplace in which a wide variety of commercial transactions and ~~retain~~investments ~~skilled~~can ~~technical~~take place. The HyFi marketplace will use the Ethereum public blockchain, which is the largest decentralized market community and ~~managerial~~natively supports the deployment of smart contracts and decentralized applications ~~personnel~~(“dApps”).

~~Personnel~~We ~~qualified~~have tocreated ~~operate~~what ~~and~~we ~~manage~~believe ~~our~~to ~~future~~be ~~plantations~~utility ~~and~~tokens ~~product~~called ~~sales~~“HyFi Tokens”, which are indifferent from common cryptocurrencies ~~great~~like ~~demand~~Bitcoin. ~~Our~~Cryptocurrency ~~success~~relies ~~depends~~on ina ~~large~~decentralized ~~part~~cryptographic onmodel ~~our~~to ~~ability~~facilitate toverifiable ~~attract,~~transactions. Cryptocurrencies are ~~train,~~designed ~~motivate~~to transfer monetary value and ~~retain~~to ~~qualified~~be ~~management~~a ~~and~~universally ~~skilled~~acceptable ~~employees, particularly~~currency ~~managerial,~~to ~~technical,~~compete ~~sales,~~with ~~and~~fiat ~~marketing~~currencies ~~personnel,~~like ~~technicians, and~~the ~~other~~U.S. ~~critical~~Dollar or ~~personnel~~Euro. ~~Any~~In ~~failure~~contrast, tothe ~~attract~~HyFi ~~and~~Token ~~retain~~system ~~the highly-trained~~relies ~~managerial~~on ~~and~~a ~~technical~~centralized ~~personnel~~ledger ~~may~~that ~~have~~we amaintain ~~negative~~to ~~impact~~record onverifiable transactions. HyFi Tokens ~~our~~are ~~operations,~~intended ~~which~~to ~~would~~only have apurpose ~~negative~~and ~~impact~~value on our ~~future~~HyFi ~~revenues~~marketplace. ~~There can~~HyFi beTokens noare ~~assurance~~not ~~that~~intended ~~we will be able~~ to ~~attract~~become ~~and~~a ~~retain~~universally ~~skilled~~accepted ~~persons~~cryptocurrency ~~and~~or ~~the~~have ~~loss~~any ofpurpose ~~skilled~~outside ~~technical~~of ~~personnel~~our ~~would~~HyFi ~~adversely affect our company~~ecosystem.

WeOur dApps ~~are~~will initially consist of smart contracts; initial license offerings (“ILOs”); bridge loan offerings (“BLOs”); ~~dependent~~pre-initial ~~upon~~public ~~our~~offerings ~~officers~~(“IPOs”); ~~for~~and ~~management~~creation and ~~direction~~transfer of Non-Fungible Tokens (“NFTs”), which are cryptographic assets on a blockchain with unique identification codes and metadata that distinguish them from each other. For example, we intend to offer NFTs that are fractionalized pieces of unique artwork relating to the ~~loss~~Roman Goddess Athena. Our dApps are planned to be issued as an ERC-20 token, which is the technical standard for fungible tokens created using the Ethereum blockchain. A fungible token is one that is interchangeable with another token—where the well-known non-fungible tokens (NFTs) are not interchangeable. ERC-20 allows different smart-contract enabled tokens a way to be exchanged, like an on and off ramp. Tokens, in this regard, are a representation of ~~any~~an asset, right, ownership, access, cryptocurrency, or anything else that is not unique in and of itself but can be transferred. The standard allows tokens representing one of these ~~persons~~factors—along ~~could~~with ~~adversely~~smart ~~affect~~contracts—to ~~our~~be ~~operations~~exchanged ~~and~~for a token that represents ~~results~~another. Smart contracts are conditions written into the coding that execute different aspects of a transaction between parties.

We believe that our dApps are considered to be “security tokens” which are digital assets that represent transferred ownership ~~dependent~~rights ~~upon~~or ~~our~~asset ~~officers~~value ~~for~~to ~~execution~~a ofblockchain ~~our~~token. ~~business~~A ~~plan~~security token is created using tokenization, ~~especially~~where Mrthe investment criteria are selected. ~~Robert~~The ~~Kohn,~~information ~~our~~is ~~Chief~~entered ~~Executive~~into ~~Officer~~the blockchain, ~~Secretary~~which ~~and~~then creates a ~~Director~~token. ~~The~~When ~~loss~~issuing ~~of Mr.~~any ~~Kohn~~dApps, orthe ~~any~~Company ofintends ~~our~~to ~~other~~seek ~~officers~~exemption from ~~could~~registration ~~have~~under aSection ~~material~~5 ~~adverse~~of ~~effect~~the ~~upon our~~Securities ~~results~~Act of ~~operations~~1933, ~~and~~as ~~financial~~amended ~~position.~~(the We“Securities doAct”) ~~not~~pursuant ~~maintain~~to ~~“key~~an available ~~person”~~exemption ~~life~~either ~~insurance~~under ~~for~~Regulation ~~any~~D ofunder ~~our~~the ~~officers~~Securities Act or Regulation A under the Securities Act. The ~~loss~~Company ofintends to comply with any ofcurrent ~~our~~or ~~officers could~~future ~~delay~~laws orand ~~prevent~~regulations ~~the~~in ~~achievement~~respect of ~~our~~its ~~business~~dApps, ~~objectives~~HyFi Tokens and its NFTs.

~~Delays~~One of our goals is to make decentralized finances (“DeFi”) marketplaces accessible for issuers who register offerings with the SEC or ~~defects~~comparable international regulators to offer NFT initial license offerings (“ILOs”) and bridge loan offerings (“BLOs”). ~~could~~HyFi ~~result~~also inseeks ~~delays~~to inprovide an NFT Vault (the “Vaults”) offering which aims to provide a modern marketing solution to reach today’s buyers around the world. The Vaults seek to enable HyFi Partner companies to collaborate with HyFi, or license our ~~proposed~~technology, to ~~future~~market ~~production~~their products and ~~sale~~services. ofWe ~~energy~~believe ~~from~~that this unique blockchain technology marketing tool can also track distributors, ~~Biomass~~affiliates and ~~negatively~~influencers ~~affect~~successes ~~our~~and ~~operations~~sales for the promotion and ~~financial~~introduction of the products or services. HyFi technology may also ~~performance~~allow for the transparent trading of decentralized assets like NFTs and digital assets in the future.

Projects often involve delays for a number of reasons including delays in obtaining permits, delays due to weather conditions, or other events. Also, any changes in political administrations at each level that result in policy changes towards energy produced from Biomass could also cause delays. If it takes us longer to plant our proposed plantations, our ability to generate revenues could be impaired. In addition, there can be no assurance that defects in materials and/or workmanship will not occur. Such defects could delay the commencement of operations of the plantation or cause us to halt or discontinue the plantations operation or reduce the intended production capacity. Halting or discontinuing plantation operations could delay our ability to generate revenues.

Our proposed plantation sites may have unknown environmental problems that could be expensive and time consuming to correct which may delay or halt planting and delay our ability to generate revenue.

Liability costs associated with environmental cleanups of contaminated sites historically have been very high as have been the level of fines imposed by regularity authorities upon parties deemed to be responsible for environmental contamination. If contamination should take place for which we are deemed to be liable, potentially liable or a responsible party, the resulting costs could have a material effect on our business. This risk is mitigated by our program of supplying organic fertilizer and pesticides to each location where we are cultivating trees and/or bamboo for the purpose of Biomass.

We may encounter hazardous conditions at or near each of our proposed facility sites that may delay or prevent planting at a particular location. If we encounter a hazardous condition at or near a site, work may be suspended and we may be required to correct the condition prior to continuing the plantation. The presence of a hazardous condition would likely delay or prevent planting at a particular location and may require significant expenditure of resources to correct the condition. If we encounter any hazardous condition during planting, estimated sales and profitability may be adversely affected.

Changes in environmental regulations or violations of the regulations could be expensive and hinder our ability to operate profitably.

We are and will continue to be subject to extensive air, water and other environmental regulations and will need to maintain a number of environmental permits to plant and operate our future plantations. If for any reason, any of these permits are not granted, costs for the plantations may increase, or the plantations may not be planted at all. Additionally, any changes in environmental laws and regulations could require us to invest or spend considerable resources in order to comply with future environmental regulations. Violations of these laws and regulations could result in liabilities that affect our financial condition and the expense of compliance alone could be significant enough to reduce profits.

~~Our~~The ~~joint~~HyFi ~~ventures~~platform website was launched on November 8, 2021 and ~~strategic~~is ~~alliances~~available ~~may~~for view and partial use at the following site: http://hyfi.exchange/. Information contained on, or accessible through, this website is not ~~achieve~~a ~~their~~part ~~goals~~of, and is not incorporated by reference into, this Prospectus. Currently, the only available feature of the HyFI Platform is the HyFi Vault program which began minting NFTs in September 2022. We are currently developing but have not yet launched the ILO marketplace. We have a demo of the ILO marketplace on the platform website and intend to launch it in the fourth fiscal quarter of 2022. The HyFi Vault NFT was successfully launched and is minting NFTs as of September 2022. The HyFi NFT Launchpad, for brands and companies, is expected to be launched in the fourth fiscal quarter of 2022.

~~We expect~~On toJuly ~~rely~~28, on2021, ~~joint~~the ~~ventures~~Company amended and ~~strategic~~restated ~~alliances~~its ~~for~~articles ~~land~~of ~~acquisition~~incorporation, ~~and development~~as amended, ~~plantation~~in order to (i) increase the number of authorized shares of common stock from 100,000,000 ~~planting~~to 500,000,000, ~~growing~~(ii) ~~and~~increase ~~management,~~the ~~sale~~number ~~and~~of ~~marketing~~authorized shares of preferred stock from 10,000 ~~products~~to 5,000,000, ~~funding~~(iii) change the par value of ~~projects~~the preferred stock from $1.00 par value per share to $0.0001 par value per share; and ~~project~~(iv) increase ~~development~~the number of directors from one to four. ~~Even~~Currently, ifthe weCompany ~~are~~has ~~successful~~authorized 500,000,000 shares of common stock, $0.0001 inpar ~~forming~~value ~~these~~per ~~alliances~~share, ~~they~~and ~~may~~5,000,000 ~~not~~shares ~~achieve~~of ~~their~~preferred ~~goals~~stock, $0.0001 par value per share.

~~Dependence~~On ~~upon~~October 7, 2021, we filed a certificate of amendment to our ~~officers~~amended ~~without~~and ~~whose~~restated ~~services~~articles ~~Company~~of incorporation in order to change our corporate name from BioPower Operations ~~could~~Corporation to HyFi Corp (the “Name Change”) to more closely align the Company name with our ~~cease~~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.

~~At this~~For ~~time~~the ~~two~~year ofended ~~our~~November ~~officers~~30, in2021 ~~particular,~~the ~~Robert~~Company ~~Kohn~~generated ~~and~~revenues ~~Dale~~of ~~Shepherd~~$175,000, ~~both~~which revenue was generated by the sale of 4,125,000 HyFi ~~whom~~Tokens ~~have~~to ~~extensive~~two ~~experience~~customers, inand ~~the~~reported ~~energy~~a ~~and~~net ~~fuels~~loss ~~business~~of $441,324 ~~are~~and ~~primarily responsible~~negative ~~for~~cash ~~the~~flow ~~development~~from ~~and~~operating ~~execution~~activities of ~~our business plan~~$441,324. ~~Both~~ ~~individuals~~For ~~have~~the ~~long-term~~six months ~~employment~~ended ~~contracts~~May ~~with~~31, 2022, the Company ~~commencing~~generated ~~January~~revenues ~~and~~of ~~February~~$246, ~~2011~~700, ~~respectively,~~reported ~~however~~a ~~after~~net ~~5 years~~loss ~~and~~of ~~2 years~~$13, ~~respectively~~138, ~~these~~and ~~contracts~~had ~~may~~negative becash ~~terminated~~flow ~~by the~~from ~~officers,~~operating ~~with~~activities ~~payout~~of ~~provisions applicable~~$11,958. If ~~either~~As ofnoted ~~our~~in ~~two officers~~the ~~should~~consolidated ~~choose~~financial tostatements ~~leave~~of usthe ~~for~~Company, ~~any~~as ~~reason~~of ~~before~~May we31, ~~have~~2022, ~~hired~~the Company had ~~additional~~an ~~personnel~~accumulated deficit of $9,568,948. ~~our~~There ~~operations~~is ~~may~~substantial ~~fail.~~doubt ~~Even~~regarding ifthe weability ~~are~~of ~~able~~the Company to ~~find~~continue as a going concern ~~additional~~as ~~personnel,~~a itresult isof ~~uncertain~~its ~~whether~~historical werecurring ~~could~~losses ~~find~~and ~~qualified~~negative ~~management who~~cash ~~could~~flows ~~develop~~from ~~our~~operations ~~business~~as ~~along~~well ~~the~~as ~~lines~~its ~~described~~dependence ~~herein~~on orprivate ~~would~~equity beand ~~willing~~financings. toSee ~~work~~“Risk ~~for~~Factors— ~~compensation~~The ~~the~~ Company ~~could~~has ~~afford. Without such~~a ~~management,~~history ~~the~~of ~~Company~~operating ~~could~~losses, beand ~~forced~~its tomanagement ~~cease~~has ~~operations~~concluded ~~and~~that ~~investors~~factors inraise ~~our~~substantial ~~common~~doubt ~~stock~~about orits ~~other~~ability ~~securities~~to ~~could~~continue ~~lose~~as ~~their~~a ~~entire~~going ~~investment.~~concern ~~We do~~and ~~not~~the ~~maintain~~auditor ~~“key~~of ~~person”~~the ~~life~~Company ~~insurance~~has ~~for~~included ~~any~~explanatory ofparagraphs relating ~~our~~to ~~officers~~its ~~and~~ability ~~will~~to ~~be implementing~~continue as a ~~D&O~~going ~~Insurance~~concern ~~policy~~ in its audit report for the ~~near~~years ~~future~~ended November 30, 2021 and 2020.”

~~Because~~In ~~there~~addition isto nothe ~~minimum~~Equity ~~share~~Line ~~sale~~with ~~requirement~~Peak One, itwe ismust ~~possible~~raise ~~that~~cash wefrom ~~will~~sources ~~fail~~other ~~to adequately~~than ~~fund~~revenues ~~our~~generated, ~~operations~~such ~~even~~as iffrom wethe ~~raise~~proceeds ~~some~~of loans, ~~funds~~public or private equity sales, and/or advances from ~~this~~related parties in order to continue to implement our operations for the ~~Offering~~next 12 months.

~~This~~HyFi ~~Offering~~Asset isPurchase not subject to any minimum share sale requirement. Consequently, the early investor is not assured of any other, later shares being sold. You may be the only purchaser. If we fail to sell the entire amount under this Offering, we may never be able to adequately fund our operations and your investment would be lost. Please refer to the Use of Proceeds section starting on Page 10 for additional information on, and risks associated with, different levels of success in our funding efforts.Agreement

WeOn doJune ~~not~~29, ~~have~~2021, awe ~~traditional~~entered ~~credit~~into ~~facility~~an Asset Purchase Agreement (the “APA”) with aRafael ~~financial~~Ben ~~institution.~~Shaya, ~~This~~Troy MacDonald, Adam Benchaya, ~~absence~~Thomas ~~may~~Perez, ~~adversely~~Tom ~~impact~~Saban ~~our~~and ~~operations~~Edouard Pouchoy (collectively, Messrs. Ben Shaya, MacDonald, Benchaya, Perez, Saban and Pouchoy are referred to herein as the “Sellers”).

WePursuant to dothe ~~not~~terms of the APA, the Company agreed to acquire from the Sellers, and the Sellers agreed to sell to the Company, certain assets ~~have~~comprised aof ~~traditional~~the ~~credit~~goodwill, ~~facility~~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 ~~financial~~“HyFi ~~institution~~Token” and collectively, ~~such~~the “HyFi Tokens”) expected to be used as a ~~working~~ ~~line~~means of ~~credit~~payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The ~~absence~~“HyFi ofPlatform” means a ~~facility~~decentralized ~~could~~finances ~~adversely~~(“DeFi”) ~~impact~~exchange ~~our~~marketplace using blockchain platform technology. The DeFi principles are ~~operations,~~based ason itan ~~may~~ecosystem ~~constrain~~of ~~our~~financial ~~ability~~services toutilizing ~~have~~tokenization ~~the~~and ~~working~~non-fungible ~~capital~~tokens (“NFTs”) for production, licenses, ~~inventory~~projects ~~purchases~~and orcommodities ~~other~~across ~~operational~~vertical ~~requirements~~and horizontal markets. IfThe ~~adequate~~HyFi ~~funds~~platform ~~are~~website ~~not otherwise~~was ~~available~~launched on November 8, we2021 ~~may~~and beis ~~required~~available for toview ~~delay,~~and ~~scale~~partial ~~back~~use at the following site: http://hyfi.exchange/. Information contained on, or ~~eliminate~~accessible through, this website ~~portions~~is ofnot ~~our~~a ~~operations~~part of, and ~~project~~is ~~development~~not ~~efforts~~incorporated by reference into, this Prospectus. ~~Without credit~~ ~~facilities~~Currently, the ~~Company~~only ~~could~~available befeature ~~forced~~of tothe ~~cease~~HyFI ~~operations~~Platform is ~~and~~the ~~investors~~HyFi Vault program which began minting NFTs in September 2022. We are currently developing but have not yet launched the ILO marketplace. We have a demo of the ILO marketplace on the platform website and intend to launch it in ~~our~~the ~~common~~fourth ~~stock~~fiscal orquarter ~~other~~of ~~securities~~2022. ~~could~~The ~~lose~~HyFi Vault ~~their~~NFT ~~entire~~was successfully launched and is minting NFTs as of September 2022. The HyFi NFT Launchpad, for brands and companies, is expected ~~investment~~to be launched in the fourth fiscal quarter of 2022.

Our inability to successfully achieve a critical mass of sales could adversely affect our financial condition.

No assurance can be given that we will be able to successfully achieve a critical mass of sales in order to cover our operating expenses and achieve sustainable profitability. Without such critical mass of sales, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

Other companies with greater resources and operating experience offer products similar to or the same as the products we sell.

We intend to operate in a very competitive industry with many established and well-recognized competitors. These competitors range from large, international oil companies such as Shell, Exxon-Mobil, BP, who have announced plans to create renewable energy projects and International Paper to smaller renewable energy companies and tree growing companies. Most of our competitors (including all of the competitors named above) have substantially greater market leverage, distribution networks, and vendor relationships, longer operating histories and industry experience, greater financial, technical, sales, marketing and other resources, more name recognition and larger customer bases than we do and potentially may react strongly to our marketing efforts. Other competitive responses might include, without limitation, intense and aggressive price competition and offers of employment to our key marketing or management personnel. We may not be successful in the face of increasing competition from existing or new competitors, or the competition may have a material adverse effect on our business, financial condition and results of operations. If we are not successful in competing with our competitors, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

Our future sales and marketing efforts may not lead to sales of our products.

Our sales and marketing efforts have not yet commenced, and we believe we will have to establish significant sales and marketing capabilities in order to establish sufficient awareness to launch broader sales of our energy products. There can be no assurance that we will be able to expand our sales and marketing efforts to the extent we believe necessary or that any such efforts, if undertaken, will be successful in achieving substantial sales of our products. If we are unable to expand our sales and marketing efforts, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

~~The~~In ~~average~~addition, ~~selling~~the ~~prices~~Sellers agreed to (i) pay to the Company, on the closing date of ~~our~~the ~~products~~Acquisition, $300,000 (the “Cash Consideration”), and ~~our~~(ii) ~~gross~~transfer ~~margins~~to ~~resulting~~the ~~from~~Company, on the ~~sale~~ closing date of ~~such~~the ~~products~~Acquisition, ~~may~~400,000,000 ~~decline~~HyFi asTokens (the “HyFi Token Consideration”). The Company used the Cash Consideration to bring the Company into a ~~result~~fully ofreporting ~~industry~~status ~~trends,~~with ~~competitive pressures~~the U.S. Securities and ~~other~~Exchange ~~factors~~Commission and for public company operating expenses.

~~The~~Pursuant ~~renewable~~to ~~energy~~the ~~industry~~terms ~~has~~of ~~experienced~~the aAPA, ~~significant~~the ~~shift~~Company inagreed ~~awareness due~~ to afile ~~number~~and offiled ~~factors,~~with ~~particularly~~the ~~competitive~~State ~~and~~of ~~macroeconomic~~Nevada ~~pressures~~the ~~and shortages~~certificate of ~~oil~~designation infor the ~~future.~~Series C ~~Our~~preferred ~~competitors~~stock ~~have~~on ~~announced~~or ~~spending~~before ~~billions of~~the ~~dollars~~date onthat ~~tree~~is ~~and~~60 ~~bamboo~~calendar ~~growing~~days ~~programs. This~~after ~~may~~the ~~lower~~closing ~~sales prices~~of ~~from~~the ~~time~~Acquisition. toIn ~~time~~exchange infor ~~order~~the tosale ~~gain~~of ~~market~~the Assets, ~~share~~the orHyFi ~~create~~Token ~~more~~Consideration ~~demand.~~and ~~We may~~the ~~have~~Cash toConsideration, ~~reduce~~ the ~~sales~~Company ~~prices~~agreed ofto ~~our~~issue ~~products~~and inissued ~~response~~ to ~~such~~the ~~intense pricing~~Sellers ~~competition~~an aggregate of 900,000 ~~which~~Series ~~could~~C ~~cause~~preferred ~~our~~shares ~~gross~~within ~~margins~~30 tocalendar ~~decline~~days ~~and~~after ~~may adversely~~the ~~affect~~State ~~our~~of ~~business,~~Nevada ~~operating~~provided ~~results~~written orconfirmation ~~financial~~of filing of the certificate ~~condition. If~~of wedesignation ~~cannot~~for ~~maintain~~the ~~adequate~~Series ~~profit~~C ~~margins~~preferred onstock. ~~the~~The ~~sales~~ certificate of ~~our~~designation ~~products,~~for the ~~Company~~Series ~~could~~C bepreferred ~~forced~~stock towas ~~cease~~filed ~~operations~~with ~~and~~the ~~investors~~State inof ~~our~~Nevada, ~~common~~and ~~stock~~was oreffective ~~other~~as ~~securities~~of ~~could~~August ~~lose~~27, ~~their entire investment~~2021.

~~Our~~Pursuant ~~failure~~ to ~~manage~~the ~~growth~~terms ~~effectively~~of ~~could~~the ~~impair~~APA, ~~our~~the ~~success.~~parties agreed that the Series C preferred stock has the following terms, among others:

In1. ~~order for~~Authorized usShares toof ~~expand~~Series ~~successfully,~~C ~~particularly~~Preferred toStock. ~~fulfill~~The ~~our~~number ~~vision~~ of ~~having billions~~authorized shares of ~~dollars~~Series ofC ~~energy~~preferred ~~crops~~stock ~~growing~~is 900,000. ~~management~~2. ~~will~~Conversion. beSubject ~~required~~ to ~~anticipate~~ the ~~changing~~other ~~demands~~terms and conditions in the certificate of designation, a ~~growth~~Series inC ~~operations,~~preferred ~~should~~stockholder ~~such~~will ~~growth occur,~~have ~~and~~the toright ~~adapt~~from ~~systems~~time to time and ~~procedures~~at ~~accordingly.~~any ~~There~~time ~~can~~following bethe ~~no assurance~~date that weis ~~will~~one ~~anticipate~~year ~~all~~after ofthe date on the ~~changing~~signature ~~demands~~page ~~that~~of athe ~~potential expansion~~certificate inof ~~operations~~designations ~~might~~to ~~impose.~~convert Ifeach weoutstanding ~~were~~share toof ~~experience~~Series ~~rapid~~C ~~growth,~~preferred ~~we might~~stock beinto ~~required~~450 toshares ~~hire~~of ~~and~~Company ~~train~~common astock. ~~large~~Based on the number of ~~sales~~shares ~~and~~of ~~support personnel,~~common stock issued and ~~there~~outstanding ~~can~~as beof noOctober ~~assurance~~7, ~~that~~2022, if all of the ~~training~~900,000 shares of Series C preferred stock are issued and ~~supervision~~subsequently ofconverted, ~~a large~~the ~~number~~holders of ~~new~~the ~~employees~~converted ~~would~~stock ~~not~~will ~~adversely~~hold ~~affect~~90% of the ~~high~~issued ~~standards~~and ~~that we~~outstanding ~~seek~~shares toof ~~maintain~~the Company’s common stock. ~~Our~~3. ~~future~~Voting. ~~will~~Except ~~depend,~~as otherwise set forth in ~~part~~the certificate of designation, each share of Series C preferred stock will, on ~~our~~any ~~ability~~matter submitted to ~~integrate~~ ~~new~~the ~~individuals~~holders ~~and~~of ~~capabilities~~Company ~~into~~common ~~our~~stock, ~~operations~~or any class thereof, ~~should~~for ~~such operations~~a ~~expand~~vote, invote together with the ~~future~~common stock, ~~and~~or ~~there~~any ~~can~~class bethereof, noas ~~assurance~~applicable, ~~that~~as weone ~~will~~class ~~be able~~on tosuch ~~achieve~~matter, ~~such~~and ~~integration.~~each ~~Failure~~share toof ~~manage~~Series ~~growth~~C ~~effectively~~preferred ~~during~~stock ~~an expansion~~will inhave ~~our~~450 ~~operations~~votes. ~~(should~~4. ~~such~~Dividends. anThe ~~expansion~~Series ~~occur)~~C ~~could~~preferred ~~adversely affect~~stock ~~our~~is ~~business,~~not ~~financial~~entitled ~~condition~~to ~~and~~receive ~~results~~dividends ofor ~~operations~~distributions.

~~Changes~~The inAcquisition ~~generally~~closed ~~accepted~~on ~~accounting~~June ~~principles~~29, ~~could~~2021 ~~have~~(the an“Closing ~~adverse~~Date”). ~~effect~~On onthe ~~our business~~Closing Date, ~~financial~~the ~~condition,~~Sellers ~~cash~~delivered ~~flows,~~the ~~revenue~~Cash Consideration and ~~results~~the ~~of operations~~HyFi Token Consideration.

~~We are~~On ~~subject~~August ~~to changes in and interpretations of financial accounting matters that govern the measurement of our performance. Based on our reading and interpretations of relevant guidance~~27, ~~principles or concepts issued by~~2021, ~~among other authorities,~~ the ~~American~~Company ~~Institute~~filed ofwith ~~Certified Public Accountants,~~ the ~~Financial~~ ~~Accounting~~State ~~Standards~~of ~~Board,~~Nevada and the United States Securities and Exchange Commission, our management believes that our current contract terms and business arrangements have been properly reported. However, there continue to be issued interpretations and guidance for applying the relevant standards to a ~~wide~~ ~~range~~certificate of ~~contract~~designations ~~terms~~for ~~and business arrangements that are prevalent in~~ the ~~industries~~ inSeries ~~which~~C wepreferred ~~operate~~stock. Future interpretations or changes by the regulators of existing accounting standards or changes in our business practices could result in future changes in our revenue recognition and/or other accounting policies and practices that could have a material adverse effect on our business, financial condition, cash flows, revenue and results of operations.

~~New investors will not have any voice~~Series inA ~~our~~Preferred ~~management,~~Stock ~~which~~Redemption ~~could~~Agreement ~~result~~& inSenior ~~decisions~~Promissory ~~adverse to them.~~Note

~~Should~~Also ~~this~~on ~~Offering~~the beClosing ~~fully subscribed~~Date, ~~our~~the ~~directors~~Company and ~~officers~~China ~~collectively~~Energy ~~own or~~Partners, ~~have~~LLC (“CEP”) entered into a share redemption agreement (the ~~right~~“Redemption Agreement”), dated as of June 29, 2021, pursuant to ~~vote~~which ~~approximately~~the ~~33.8%~~Company redeemed one share of ~~our~~the ~~then~~Company’s ~~outstanding~~Series ~~Common~~A preferred ~~Shares~~stock from CEP (the “Series A Share”). InOn ~~addition~~the Closing Date, onas ~~January~~provided ~~28,~~in ~~2011~~the Redemption Agreement, the Company ~~filed~~issued ~~with~~to CEP ~~the~~a ~~Secretary of~~senior ~~State~~promissory ofnote (the ~~State~~“Note”) ofin ~~Nevada~~the aprincipal ~~Certificate~~amount of ~~Designation~~$1,000,000. ofThe Series A ~~Preferred~~ ~~Stock.~~Share ~~The~~will ~~Certificate~~be ~~was~~held ~~approved~~in escrow by ~~the~~an ~~Board~~attorney ~~and~~designated ~~did~~by ~~not~~CEP ~~require shareholder~~(the ~~vote. The~~“Escrow ~~Certificate~~Agent”), ~~created~~which awas ~~new~~designated ~~class~~by ofCEP ~~preferred stock~~within ~~known~~30 ascalendar ~~Series~~days Aafter ~~Preferred~~the ~~Stock~~Closing Date. ~~There~~If isan ~~one~~Event ~~share~~of ~~designated~~Default (as ~~Series A~~defined ~~Preferred~~in ~~Stock.~~the ~~One~~Note) ~~share~~occurs ofunder ~~Series~~the ANote, ~~Preferred~~then ~~Stock~~the isCompany ~~entitled~~will todirect ~~50.1%~~the ofEscrow Agent to release the ~~outstanding~~Series ~~votes~~A onShare ~~all~~to ~~shareholder~~CEP; ~~voting~~provided, ~~matters.~~however, ~~Series~~that ACEP ~~Preferred Stock~~will ~~has~~also noretain ~~dividend~~all rights and noprivileges ~~rights~~under ~~upon~~the aNote ~~liquidation~~(and the Company will ~~event. On~~remain ~~January~~bound ~~31,~~to ~~2011,~~all ~~the~~obligations ~~Company~~under ~~issued~~Note) ~~one~~even ~~share~~if ofthe Series A ~~Preferred~~ ~~Stock~~Share is required to ~~China~~be ~~Energy~~released ~~Partners,~~by ~~LLC,~~the anEscrow ~~entity~~Agent ~~controlled~~to byCEP ~~Mr.~~as provided ~~Robert~~in ~~Kohn~~the Redemption Agreement. For the avoidance of doubt, ~~our~~CEP ~~Chief~~will ~~Executive~~regain ~~Officer~~all rights, title, and ainterest ~~Director~~in and ~~Ms.~~to ~~Bonnie~~the ~~Nelson,~~Series aA Share ~~Director,~~upon ~~with~~the ~~each~~occurrence ~~owning~~of ~~50%~~an Event of ~~that~~Default ~~entity. Through~~under ~~this~~the ~~entity~~Note, ~~Mr.~~ ~~Kohn~~regardless ~~and~~of ~~Ms.~~the ~~Nelson~~amount ~~are~~of ~~empowered~~the ~~with~~outstanding ~~supermajority~~balance ~~voting~~owed ~~rights~~under ~~despite~~the Note at the ~~amount~~time of ~~outstanding~~the ~~voting~~occurrence ~~securities~~of ~~they~~an ~~each~~Event ~~own~~of Default under the Note.

As a result they will have the ability to control substantially all matters submitted to our stockholders for approval including:

- election of our board of directors;

- removal of any of our directors;

- amendment of our Articles of Incorporation or By-laws; and

- adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

In addition, sales of significant amounts of shares held by selling stockholders, or the prospect of these sales, could adversely affect the market price of our Common Shares. Preferred stock and common stock ownership of our principal stockholders and our officers and directors may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

WeAs ~~will~~provided ~~incur~~in ~~significant~~the ~~increased~~APA, ~~costs~~on asJune a29, ~~result~~2021, ofRobert ~~operating~~Kohn resigned as athe ~~public company,~~Company’s ~~and~~Chief ~~our~~Executive ~~management~~Officer. ~~will~~Mr. beKohn ~~required~~remained toas ~~devote~~a ~~substantial~~member of ~~time~~the toBoard ~~new compliance~~of ~~initiatives~~Directors, however.

~~As a~~Also ~~public~~on ~~company~~June 29, ~~we will incur significant legal~~2021, ~~accounting~~the ~~and~~Company ~~other~~appointed ~~expenses that~~the wefollowing ~~did~~individuals ~~not~~to ~~incur~~serve as amembers ~~private~~of ~~company.~~the ~~The~~Board ~~Sarbanes-Oxley Act~~ of ~~2002,~~Directors: ~~as well~~Troy asMacDonald ~~rules subsequently implemented by the Securities and Exchange Commission~~ (~~the “SEC”~~Chairman), Adam ~~have imposed various requirements on public companies~~Benchaya, ~~including requiring establishment~~ and ~~maintenance~~Thomas ~~of effective disclosure and financial controls and changes in corporate governance practices~~Perez. ~~Our~~As ~~management~~a ~~and~~result, ~~other personnel~~following ~~will~~the ~~need~~closing ~~to devote a substantial amount~~ of ~~time~~the ~~to these new compliance initiatives. Moreover~~Acquisition, ~~these~~the ~~rules~~Company’s ~~and~~Board ~~regulations~~of ~~will~~Directors ~~increase our~~consists ~~legal~~of and financial compliance costs and will make some activities more time consuming and costly. We expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the ~~same or similar coverage.~~following:

~~Section~~Troy ~~404~~MacDonald of the Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. As a smaller reporting company, while we are not required to obtain the attestation of our accounting firm regarding the effectiveness of our internal control over financial reporting, our management is still required to assess the effectiveness of such internal controls. If we are unable to comply with the requirements of Section 404 in a timely manner or if we are not able to remediate any deficiencies, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.(Chairman)

IfAdam ~~we do not use the proceeds from the offering in an efficient manner, our business may suffer.~~Benchaya

~~Our~~Robert management will retain broad discretion as to the use and allocation of the net proceeds from this offering, which allocation may be revised from time to time in response to certain contingencies discussed herein. Accordingly, our investors will not have the opportunity to evaluate the economic, financial and other relevant information that we may consider in the application of the net proceeds from this offering. We cannot guarantee that we will make the most efficient use of the net proceeds from this offering or that you will agree with the way in which such net proceeds are used. Our failure to apply these funds effectively could have a material adverse effect on our business, results of operations and financial condition. See the Use of Proceeds section commencing on Page 10.Kohn

~~Risks~~Thomas ~~Relating to our Common Shares and the Trading Market~~Perez

WeAlso ~~may,~~on inJune ~~the~~29, ~~future~~2021, ~~issue~~the ~~additional~~following ~~Common~~individuals ~~Shares~~were ~~which~~appointed ~~would~~to ~~reduce~~serve ~~investors’ percent~~as officers of ~~ownership~~the ~~and may dilute our share value.~~Company:

~~Our~~Troy ~~Articles of Incorporation authorize the issuance of 500~~MacDonald,~~000,000~~ ~~Common~~Chief ~~Shares with~~Executive par value of $0.0001 per share and 10,000 shares of Preferred Stock with par value of $1.00 per share. The future issuance of our authorized Common Shares and Preferred Stock, to the extent that it is convertible into shares of common stock, may result in substantial dilution in the percentage of our Common Shares held by our then existing stockholders. We may value any Common Shares issued in the future on an arbitrary basis. The issuance of Common Shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the Common Shares held by our investors, and might have an adverse effect on any trading market for our Common Shares.Officer

~~Because~~Robert ~~of the early stage of development and the nature of our business~~Kohn, ~~our~~Chief ~~securities are~~Financial ~~considered highly speculative.~~Officer

~~Our~~Adam ~~securities must be considered highly speculative~~Benchaya, ~~generally~~President ~~because of the nature of our business~~ and ~~the~~Chief ~~early~~Marketing stage of its development. We are seeking to commence a new business in the highly competitive renewable energy industry, and we have yet to establish or operate our first planned energy crop growing operation. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date, and there is little likelihood that we will generate any revenues or realize any profits in the short to medium term. Any profitability in the future from our business will be dependent upon our successfully implementing our business plan, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to undertake our business operations. Officer

~~There is no current trading market~~HyFi ~~for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.~~Platform

~~There is~~We ~~currently~~are noa ~~established~~U.S.-based ~~public~~fintech ~~trading~~company ~~market~~that ~~for~~has ~~our~~developed ~~securities~~ and owns an ~~active trading~~innovative ~~market~~blockchain intechnology ~~our~~called ~~securities~~“HyFi”. ~~may~~We ~~not~~intend to ~~develop or~~license, ifoperate ~~developed,~~and ~~may~~enable ~~not~~tokenized ~~be sustained~~economies for various DeFi marketplaces. We ~~intend~~Initially toHyFi ~~have~~is aplanned ~~market~~to ~~maker~~be ~~apply~~launched ~~for~~with ~~admission~~two toplatforms, ~~quotation~~the offirst ~~our~~is ~~Common~~an ~~Shares~~impact oninvestment platform, the ~~OTC~~“ILO” ~~Bulletin~~marketplace, ~~Board. If~~where ~~for~~NFT’s ~~any reason~~are ~~our~~to ~~Common~~be ~~Shares~~fractionalized. ~~are~~The ~~not~~intended purpose ~~quoted~~of on the ~~OTC~~ILO ~~Bulletin~~marketplace ~~Board~~is orto asolve ~~public trading~~the ~~market~~problem ~~does~~of ~~not~~access ~~otherwise~~to ~~develop,~~funding ~~purchasers~~for oflegally ~~the~~compliant ~~Common~~issuers ~~Shares~~who ~~may~~ have ~~difficulty~~focused ~~selling~~ their ~~shares~~business on ~~should~~sustainability ~~they~~and ~~desire~~the tobetterment doof ~~so. No market~~the ~~makers~~planet ~~have~~or ~~committed~~humanity, toand ~~becoming~~have ~~market~~owners ~~makers~~who ~~for~~do ~~our~~not ~~Common~~want ~~Shares~~to ~~and it~~give ~~may~~up becontrol ~~that~~of ~~none~~their ~~will do so~~companies.

The second platform is an NFT launchpad, for the web and metaverse where NFT’s are not fractionalized. The NFT launchpad is intended to be a HyFi ecosystem community building tool which is intended to cross pollinate with the investment platform through community alignment and it is intended that users from both platforms will have a single destination point to access both the green investment platform and NFT launchpad, called the hyfi.exchange. The NFT launchpad can also be licensed separately to companies and brands wanting to do an NFT Launch

We also intend to utilize HyFi technology with our membership programs. We intend that the HyFi DeFi Marketplace will be used by client issuers who register offerings with the SEC or comparable regulators located overseas, to offer NFT initial license offerings (“ILOs”) and later, bridge loan offerings (“BLOs”).

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.

Any “fractionalized interest” – as described hereinafter – in any NFT, licensing fee or loan would be subject to a registered or exempt securities offering, in that such “fractionalized interest” would qualify as an investment contract similar to a security, consistent with the prevailing interpretation at issue in the U.S. Supreme Court decision found in Securities and Exchange Commission v. W. J. Howey Co., 328 U.S. 293 (1946), also known as the Howey Test.

~~Our~~We ~~Common~~believe ~~Shares~~that ~~are~~the ~~subject~~HyFi totechnology ~~the~~is ~~“Penny~~also ~~Stock”~~a ~~Rules~~candidate ofinfrastructure for use in the ~~SEC~~metaverse and play-to-earn GameFi industry. HyFi technology is intended to allow users to securely own assets or items and move them across different platforms without the ~~trading~~need for a central party’s ~~market~~permission. inThe ~~our~~HyFi ~~securities~~technology is ~~limited,~~expected ~~which~~to ~~makes~~allow ~~transactions~~for intransparent ~~our~~trading ~~stock cumbersome~~of decentralized assets like NFTs and ~~may~~other ~~reduce~~digital assets. The DeFi principles are based on the ~~value~~creation of an ~~investment~~innovative inecosystem ~~our~~of ~~stock~~financial services accessible to anyone with internet access.

The ~~SEC~~ ~~has~~HyFi ~~adopted~~Token ~~regulations~~is ~~that~~featured ~~generally~~on ~~define~~the aHyFi ~~"penny~~DeFi ~~stock"~~Marketplace toused beas ~~any~~a ~~equity security~~utility ~~other~~payment ~~than~~token afor ~~security~~transaction ~~excluded~~fees, ~~from~~for ~~such~~membership ~~definition~~as bywell ~~Rule~~as ~~3a51-1~~for ~~under~~purchase of the ~~Securities~~proposed ~~Exchange~~Vault ~~Act~~offerings, which are expected to be bundles of ~~1934,~~digital asand ~~amended~~non-digital assets. ~~For~~ ~~the~~The ~~purposes~~HyFi DeFi Marketplace ~~relevant~~ecosystem tois ~~our~~built ~~Company,~~on ita iscombination ~~any~~of ~~equity~~issuer ~~security~~tokens ~~that~~to ~~has~~support aits ~~market~~economy. ~~price~~The ~~of less~~HyFi ~~than~~DeFi ~~$5.00~~Marketplace ~~per~~is ~~share,~~based ~~subject~~on tothe ~~certain~~Ethereum ~~exceptions~~blockchain.

~~If our~~We ~~shares~~ are ~~accepted~~currently ~~for~~developing ~~quotation~~but onhave ~~the~~not ~~OTC~~yet ~~Bulletin~~launched ~~Board,~~the itILO ~~is anticipated that our Common Shares will be regarded as a “penny stock”~~marketplace, ~~since~~we ~~our~~plan ~~shares aren’t~~ to bemake ~~listed~~such onlaunch ain ~~national~~the ~~stock~~fourth ~~exchange~~fiscal orquarter ~~quoted~~of ~~on the NASDAQ Market~~2022. ~~within~~The ~~the~~HyFi ~~United~~Vault ~~States,~~NFT towas ~~the~~successfully ~~extent~~launched ~~the~~and ~~market~~is ~~price~~minting ~~for~~NFTs ~~our~~as ~~shares~~of isSeptember ~~less than $5~~2022.00 ~~per share.~~ The ~~penny~~HyFi ~~stock~~NFT ~~rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC~~Launchpad, ~~to provide the customer with additional information including current bid and offer quotations~~ for ~~the~~brands ~~penny stock, the compensation of the broker-dealer~~ and ~~its salesperson in the transaction~~companies, ~~monthly account statements showing the market~~ ~~value of each penny stock held in the customer's account, and to make a special written determination that the penny stock~~ is aexpected ~~suitable investment for the purchaser and receive the purchaser's written agreement~~ to ~~the transaction. To the extent these requirements may~~ be ~~applicable~~launched ~~they will reduce the level of trading activity~~ in the ~~secondary~~fourth ~~market~~fiscal ~~for~~quarter ~~the Common Shares and may severely and adversely affect the ability~~ of ~~broker-dealers to sell the Common Shares~~2022.

~~United~~Proposed ~~States~~HyFi ~~securities~~DeFi ~~laws may limit secondary trading, which may restrict the states in which~~ and ~~conditions~~CeDeFi ~~under~~Marketplace ~~which you can sell the shares offered by this Offering.~~Types

Secondary trading in Common Shares sold in this Offering will not be possible in any state in the U.S. unless and until the Common Shares are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying the Common Shares for secondary trading, or identifying an available exemption for secondary trading in our Common Shares in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the Common Shares in any particular state, the Common Shares could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our Common Shares, the market for the Common Shares could be adversely affected.

We have not and do not intend to pay any cash dividends on our Common Shares, and consequently our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We have not, and do not, anticipate paying any cash dividends on our Common Shares in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

The elimination of monetary liability against the Company’s directors, officers and employees under Nevada law and the existence of indemnification rights to the Company’s directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Company’s directors, officers and employees .

The Company’s certificate of incorporation contains a specific provision that eliminates the liability of directors for monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.

IfUtilizing weour doHyFi ~~not~~blockchain ~~comply~~technology, ~~with~~we ~~the~~are ~~state~~developing ~~regulations in regard to~~ the ~~sale~~following ofproposed ~~these securities~~DeFi ~~or find an exemption therefrom there may be potential limitations on the resale of your stock.~~marketplaces:

~~With~~1. ~~few exceptions~~NFT Marketplace for Initial License Offerings (ILOs). We intend that project developers and technology companies including renewable energy, ~~every~~environmental, ~~offer~~agri-food and other important markets (“Issuers”) can raise money by incentivizing investors with SEC or ~~sale~~other financial authorities registered offerings such as: (1) part of alicensing ~~security~~fee ~~must,~~related ~~before~~income itor is(2) ~~offered~~project profits or ~~sold in~~(3) aany ~~state,~~other beIssuer ~~registered~~offering orthrough ~~exempt~~tokenized ~~from~~technology ~~registration~~licenses ~~under~~and project offerings enabled by NFTs. Investors can purchase the ~~securities,~~whole offering or ~~blue~~ ~~sky~~fractional ~~laws,~~interests. of2. ~~the~~Bridge ~~state~~Loan Offerings (sBLOs) for Businesses. We intend that investors will also be able to purchase a fractionalized interest in an expected income return for the BLOs. The Pre-IPO and Pre-SPAC markets are planned to be just two of the niche markets served in the BLO marketplace. 3. NFT Launchpad. We are also developing a robust NFT Launchpad for the web and metaverse as a HyFi ecosystem community building tool which is intended to cross pollinate the ~~security~~planned investment platform with community alignment and is ~~offered~~aimed to be a users’ single destination point to access both the green investment platform and ~~sold. Similarly~~NFT launchpad, ~~every~~hyfi.exchange. ~~brokerage~~It ~~firm,~~is ~~every~~also ~~issuer~~planned ~~selling~~that ~~its~~the ~~own~~NFT ~~securities~~launchpad can also be licensed as a stand-alone technology by companies and ~~an individual~~brands ~~broker~~wanting orto ~~issuer~~do ~~representative~~an (iNFT Launch.e. For example, ~~finder~~the Company granted a license to PIP North America Inc. (“PIP”) ~~engaged~~to inuse ~~selling securities~~the NFT Launchpad in aexchange ~~state~~for $250,000, ~~must~~pursuant ~~also~~to bethe ~~registered~~ILO inand Multi-Agreement entered between the ~~state~~Company and PIP on June 26, or2022. ~~otherwise~~4. ~~exempt from~~CeDeFi ~~such~~Exchanges. ~~registration~~Our ~~requirements~~initial CeDeFi exchange will focus on membership. ~~Most~~We ~~states~~intend, ~~securities~~in ~~laws~~the ~~are~~future, ~~modeled after~~to trade commodities and other tokens using the ~~Uniform~~HyFi ~~Securities~~blockchain ~~Act~~technology ofand ~~1956~~ecosystem, which will require registration with the SEC as an Alternative Trading System (~~"USA"~~ATS) or as a Broker-Dealer. To5. ~~date,~~Metaverse ~~approximately~~& ~~40 states~~GameFi. ~~use~~We ~~the~~intend ~~USA~~to asenable ~~the~~our ~~basis~~DeFi infrastructure for ~~their~~use ~~state~~with ~~blue~~the ~~sky~~Metaverse ~~laws~~and GameFi.

~~However,~~We ~~although~~are ~~most~~currently ~~blue~~developing ~~sky~~but ~~laws~~have ~~are~~not ~~modeled~~yet ~~after~~launched the ~~USA~~ILO marketplace, ~~blue~~we ~~sky~~plan ~~statutes~~to ~~vary widely~~make ~~and~~such ~~there~~launch isin ~~very~~the ~~little~~fourth ~~uniformity~~fiscal ~~among~~quarter ~~state~~of ~~securities laws~~2022. ~~Therefore,~~The itHyFi isVault ~~vital~~NFT ~~that~~was ~~each~~successfully ~~state's~~launched ~~statutes~~ and ~~regulations be reviewed before embarking upon any securities sales activities in a state to determine what~~ is ~~permitted,~~minting orNFTs ~~not~~as ~~permitted,~~of inSeptember ~~a particular state~~2022. ~~While~~The weHyFi ~~intend~~NFT ~~to review~~Launchpad, ~~the~~for ~~blue~~brands ~~sky~~and ~~laws before the distribution of any securities in a~~companies, ~~particular~~is ~~state,~~expected ~~should we fail~~ to ~~properly~~be ~~register~~launched ~~the~~in ~~securities as required by~~ the ~~respective~~fourth ~~states~~fiscal orquarter ~~find~~of ~~an exemption from registration, then you may not be able to resell your stock once purchased~~2022.

Features of CeDeFi

We believe that the features of CeDeFi are as follows:

	●	Seamless customer support – within every KYC onboarded investor / issuer, there is an internal account for managing funds. Furthermore, HyFi takes care of investor / issuer experience and gives assistance to the customers through a dedicated customer support team, thus improving the trust level.

	●	Flexible conversion – the HyFi economy is intended to be very modern, supporting major traditional currencies (USD/CAD/EUR/GBP/CHF/YEN) and major cryptocurrencies. Payment options are planned to include: an on/off ramp for crypto transactions, wire transfers, credit and debit cards (coming soon). We believe that the ease that the platforms offer, lead to greater customer onboarding.

	●	Centralized Exchange (CEX) – Using HyFi solution you can handle the capital raise through an internal account and avoid blockchain transaction fees. Moreover, since the funds are on the custody service provider (PrimeTrust), and they handle the management aspect.

NFT ILO Marketplace

ILO tokens are sub-class of tokens which are created to allow for fractional ownership of an 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.

~~FORWARD~~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-~~LOOKING~~solar power.) We expect that there will be a subclass ~~STATEMENTS~~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 agriculture, environmental, and other related sectors that will provide license fees from unique license fee contracts for various territories. As an example, we are currently in discussions with an agriculture related company that expressed a possible willingness pay licensing fees of 5% annually with a potential bonus based on income for its Agri production facility could list on the HyFi Platform. For illustration purposes only, we’ll assume that said company might be willing to sell up to 49% of its ownership in that license for a speculative value of between $5,000,000 and $10,000,000, with a minimum investment of $50,000 from accredited investors. In such a case, HyFi may receive fixed cash fees associated with this transaction. The latter example is for illustration purposes only, as there can be no assurance that the parties will reach an agreement which would generate revenue for the Company, if there ever reach an agreement, as well as what the terms of that agreement would be.

~~This Prospectus contains forward-looking statements that involve risks and uncertainties.~~ We ~~use words such as: anticipate, believe, plan, expect, future,~~ intend ~~and similar expressions,~~ to ~~identify~~offer ~~such~~cash ~~forward-looking statements. You~~flow ~~should~~generating ~~not~~NFTs, ~~place too much reliance~~ on ~~these forward-looking~~full ~~statements. Actual~~or ~~results~~fractional ~~are~~ownership ~~most likely to differ materially from those anticipated in these forward-looking statements for many reasons~~basis, ~~including the risks faced as described~~ in the ~~Risk~~following ~~Factors~~major ~~section~~areas ~~and elsewhere~~as inconceptualized this Prospectus. Factors which may cause the actual results or the actual plan of operations to vary include, among other things, decisions of the board of directors not to pursue a specific course of action based on its re-assessment of the facts or new facts, or changes in general economic conditions and those other factors set out in this Prospectus.below:

~~Forward-looking statements~~● ~~include~~We ~~all~~anticipate ~~statements~~ that ~~are~~NFTs ~~not~~may ~~historical~~be ~~facts.~~created, Inrepresenting ~~some~~up ~~cases, you~~to ~~can~~a ~~identify~~49% ~~forward-looking~~ownership ~~statements~~interest byof ~~terms~~a ~~such~~license asto ~~“may,”~~a ~~“will,” “should,”~~particular ~~“could,”~~geographic “market (example: India). There would,” ~~“expects,”~~also ~~“plans,”~~be ~~“anticipates,”~~a ~~“believes,” “estimates,”~~subclass ~~“projects,”~~of ~~“predicts,”~~tokens ~~“potential~~that represent an opportunity for numerous participants to have fractional ownership of,” orand participation in, the ~~negative~~unique one-of-a-kind exclusive license NFTs. We expect that those ~~terms,~~ ~~and~~NFTs ~~similar~~would ~~expressions~~be ~~and~~tradeable ~~comparable~~on ~~terminology~~the ~~intended~~commodities tosection ~~identify forward-looking~~of ~~statements~~the HyFi Platform once certain conditions have been met. ~~These~~● ~~statements~~We ~~reflect~~also ~~our~~expect ~~current~~that ~~views~~there ~~with respect~~may be NFTs issued for qualified projects related to ~~future~~renewable ~~events~~energy, waste to energy, agricultural and ~~are~~other ~~based~~approved onprojects ~~assumptions~~showing potential and ~~subject~~promise toin ~~risks~~their ~~and uncertainties~~respective industry sectors. ~~Given~~● ~~these~~Ownership ~~uncertainties,~~of ~~you~~technology ~~should~~licenses: ~~not~~We ~~place~~expect ~~undue~~that ~~reliance~~NFTs ~~on these~~may ~~forward-looking~~represent ~~statements~~part or full ownership of technology licenses across many markets. ~~These~~Each ~~forward-looking~~such ~~statements~~market ~~represent~~is ~~our estimates~~expected to include horizontal and ~~assumptions~~vertical ~~only~~markets. asFor ofexample, let’s assume that a given energy market could include the ~~date~~horizontal energy markets of ~~this~~green ~~prospectus~~hydrogen and its many uses, ~~except~~electric ~~as required~~generation, bybiofuels ~~law~~for marine, weaviation ~~undertake~~and notransportation ~~obligation~~and tohydrogen ~~update~~fueling orstation ~~revise~~networks. ~~publicly~~NFTs ~~any forward-looking~~could ~~statements,~~also ~~whether~~represent aspart aor ~~result~~full ownership of ~~new~~a ~~information,~~technology ~~future events~~license orin ~~otherwise~~a ~~after~~specific ~~the~~geographic ~~date~~territory ofor ~~this~~vertical ~~prospectus~~market. ~~The~~● ~~forward-looking statements~~Physical ~~contained~~projects inrelated ~~this~~to ~~prospectus~~renewable ~~are~~energy, ~~excluded~~environmental, ~~from~~agricultural ~~the~~and ~~safe~~humanitarian ~~harbor protection~~causes. ~~provided~~NFTs bycould ~~the~~be ~~Private~~issued ~~Securities~~to ~~Litigation~~represent ~~Reform~~an ~~Act~~opportunity ofto ~~1995~~invest ~~and Section~~in ~~27A~~projects in any of the ~~Securities~~aforementioned ~~Act~~categories. ● Other approved cases. In the future we may consider NFTs in the areas of ~~1933~~medicine, asspace, ~~amended~~internet & computing, ~~referred~~artificial tointelligence, ~~herein~~robotics asand ~~the Securities~~nanotechnology, ~~Act~~for example.

~~USE~~HyFi OFalso ~~PROCEEDS~~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 or a total interest. There can be no assurance that any of the above market segments will materialize, produce customers or revenue, or that the Company will achieve profitability.

We plan to raise up to $5,000,000 dollars from the sale of 10,000,000 shares of common stock at $0.50 per share. This Offering has a maximum amount of $5,000,000 dollars and no minimum. We have no intention to return any stock sales proceeds to investors if the maximum amount is not raised.

All proceeds from the sale of the 16,250,000 shares from the selling stockholders will be paid directly to those stockholders, and the Company will not receive proceeds therefrom. However, we may receive proceeds from the exercise of the warrant to purchase 1,000,000 common shares if and to the extent that such warrant is exercised by the selling stockholder.

We will use our best efforts to raise the entire $5,000,000 under this Offering in order to fully proceed with our business plan. However, should we not be successful in doing so, we will be required to adjust our business plan according to the amounts raised, which may have a material and adverse effect on our operations. The following table outlines our planned use of proceeds based on different percentages of shares sold and the corresponding proceeds raised:

	Use of Proceeds based on % of Offering sold / Net Proceeds Raised
Use of Proceeds		25% / $1,250,000		50% / $2,500,000		75% / $3,750,000		100% / $5,000,000
Establishment of permanent corporate headquarters	$	50,000	$	50,000	$	50,000	$	50,000
Project development costs for energy crop growing operations	$	1,000,000	$	1,000,000	$	2,250,000	$	3,250,000
Working capital from Proceeds of Offering	$	200,000	$	950,000	$	1,450,000	$	1,700,000
Plus, existing Working Capital:	$	300,000	$	300,000	$	300,000	$	300,000
Total Working Capital after Offering:	$	500,000	$	1,750,000	$	1,750,000	$	2,000,000

~~In the~~Bridge ~~event~~Loan weOfferings ~~are~~(BLO) able to sell only 25% of the shares under this Offering, we believe we have sufficient funds from our proceeds raised to allocate the $1,000,000 required to commence project development for our first biomass operation. We would pay costs associated with setting up corporate headquarters. We would seek to raise the remaining $3,750,000 identified as being optimal for establishing our operations. Under this scenario we will have more limited working capital and limited revenues and therefore there is a chance of our business failing. Our officers would accrue, but not be paid, a salary in this circumstance.Marketplace

Should we only be able to sell 50% of the shares under this Offering we would expend the funds as detailed above to set up the corporate office, project development costs for energy crop growing operations and to commence operations. Our working capital would in this situation be approximately $1,750,000 total. While the raise of $2,500,000 is sufficient to start project development of our initial energy crop growing operations and generally operate the Company for the first year, we will not have raised enough capital to be in a position to support or develop additional energy crop growing operations. We ~~would therefore seek to raise the~~ ~~remaining~~intend ~~$2,500,000 as soon as possible, in order~~ to ~~continue~~expand ~~our business plan fully. We believe that by having sufficient funds to develop a first operating biomass operation, it will be somewhat easier to raise~~ the ~~remaining funds. However,~~ILO ~~there~~NFT ismarketplace ~~no assurance we will be successful in doing so. If we are unable~~ to ~~raise~~include ~~the~~bridge ~~funds,~~loans wevia ~~will~~tokenized beNFT ~~in a position whereby a substantial amount of funds has been invested into establishing a single location and we won’t have a solid foundation for further growth and expansion~~offerings, ~~which~~including ~~would make it more difficult to achieve profitability in~~ the ~~future,~~ ~~if ever.~~following:

If● weFractional ~~are able~~ownership ~~to sell 75%~~ of ~~the~~loan ~~shares under the Offering~~contracts, weexpected ~~believe that we will have sufficient funds~~ to ~~generally~~be ~~effect~~typically ~~our~~high ~~business~~yielding ~~plan~~● ~~and~~Funds ~~develop~~to anbe ~~energy crop~~used ~~growing~~for ~~operation. We~~construction ~~would~~projects ~~still~~related ~~seek~~ to ~~raise~~renewable ~~the remaining~~energy, $1environment,~~250~~ agriculture,~~000,~~ ~~and~~new ~~we believe this should be less challenging to accomplish~~technology, ~~though there is no assurance of success. If we cannot raise the required funds~~medical, wehumanitarian ~~won’t~~projects ~~have~~and apre-IPO ~~solid~~companies ~~foundation~~● ~~for~~Other ~~further~~licenses ~~growth~~ and ~~expansion,~~projects ~~which~~qualified ~~would~~by ~~make it more difficult to achieve profitability in~~ the ~~future, if ever.~~Company

~~In any of~~“BLO ~~the~~Tokens” ~~three~~are ~~scenarios~~a ~~presented~~sub-class ~~representing~~of ~~our~~tokens ~~not~~created ~~selling~~to ~~100%~~allow offor ~~the~~fractional ~~shares under~~ownership ~~the~~of ~~Offering,~~a ~~while~~unique weNFT ~~will~~loan becontract ~~able~~offered toby ~~advance~~an ~~our business plan to~~issuer ~~varying~~that ~~degrees,~~seeks ~~we will be required~~ to ~~raise~~borrow ~~additional~~money ~~capital~~for intypically ~~some~~a ~~manner that~~short weperiod ~~have~~of ~~not~~time ~~yet~~for ~~identified,~~a innumber ~~order to achieve the level~~ of ~~progress~~critical ~~in our~~ business ~~plan~~reasons ~~identified~~while init ~~the~~is ~~100%~~awaiting ~~scenario. If~~the ~~we are~~arrival ~~unsuccessful~~of inexpected ~~doing~~income ~~so,~~or ~~the~~capital ~~risks~~which towould anbe ~~investor~~used into ~~this~~pay ~~Prospectus~~back ~~are increased, particularly in~~ the ~~25%~~loan, ~~and~~with ~~50%~~interest ~~scenarios~~owed. In ~~all~~It ~~these situations,~~is ~~management~~the ~~will~~fractionalization ~~accrue~~of ~~but~~the ~~will~~BLO ~~not be paid their salary until~~NFT ~~$2,500,000~~into ~~has~~BLO ~~been~~Tokens ~~raised~~that ~~either~~aggregates ~~through~~ the ~~Offering~~funding ~~or in some other fashion~~capability.

~~Should we~~There ~~raise~~can ~~the~~be ~~entire~~no ~~$5,000,000~~assurance wethat ~~are~~any ~~seeking~~of ~~from~~the ~~this~~above ~~Offering,~~market wesegments will ~~have sufficient funds for our operations for the twelve month period following the completion of this Offering (“Initial Period”)~~materialize, ~~inclusive~~produce ofany ~~having~~customers ~~paid~~or ~~$50,000 towards~~revenue ~~our permanent corporate headquarters and $3~~whatsoever,~~250,000~~ ~~towards~~or ~~our~~that ~~project development costs. Our working capital would then be $1,700,000 plus~~ the ~~approximately~~Company ~~$300,000~~will ~~working~~achieve capital already on hand. This is expected to be sufficient to start-up and operate project development costs for our first biomass operation during the Initial Period. If our operations do not generate sufficient revenue, and profitability~~, within the Initial Period, we would be required to raise additional funds, for which we have not identified any sources at this time~~.

In addition, we expect that commodities can be traded in the future on a to-be-formed HyFi Commodities Platform which would be registered with applicable regulatory authorities as an ATS and/or commodity exchange.

	●	We expect to have an initial emphasis on agri-foods, renewable energy and waste-to-energy 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 the trading of those commodities. 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 NFT Vault Programs

The HyFi NFT Vault Program has been developed for three main purposes which are as follows: (1) demonstrate the capability and scalability of the HyFi NFT launchpad through the issuance of our own proprietary NFT offering (2) to create an immediate and sustainable path to revenue for the Company by creating a unique NFT, to be coupled with other opportunities associated with an Art collectible(s); and (3) accelerate user participation by providing a main entry point to become a member and begin interacting with the HyFi DeFi Marketplaces.

The HyFi NFT Vault Program is the “Front Door” to HyFi and its DeFi marketplaces positioned as a well-rounded toolkit for all that is needed to interact with HyFi DeFi Marketplace, plus a bonus of an Art asset(s) collectible.

When a user purchases a HyFi NFT Vault it contains an assortment of items such as:

1) An Art Collectible(s) with 1 in 5 chances of getting a Premier Art Collectible*;

2) A Pro or Ultimate Lifetime HyFi Membership - 1 in 5 chances of getting an Ultimate Lifetime Membership and 4 in 5 chances of getting a 2-year Pro Membership;

~~As of~~3) ~~November~~Gift 30Vouchers, ~~2010,~~to ~~our~~be ~~period~~used ~~end,~~in ~~our wholly-owned subsidiary, BioPower Corporation, had raised $1 through~~ the ~~sale~~marketplaces ~~of 10,000~~or ~~shares~~subsequent ofHyFi ~~our common~~NFT ~~stock~~Vault ~~and secured a loan of $19,999 from our CEO and a Director which such shares have been cancelled as of January 5, 2011 and are not being registered as part of this Prospectus.~~purchases;

~~Subsequent~~4) toHyFi ~~our~~Tokens ~~period~~to ~~end,~~be weused ~~accepted subscription agreements on February 2, 2011~~ for ~~the~~ ~~sale~~further ofpurchases ~~1,200,000 shares~~ of ~~our~~HyFi ~~common~~NFT ~~stock at a price of $0.25 per share with no commissions paid~~Vaults, ~~for~~membership ~~total~~items ~~proceeds~~and ofin ~~$300,000. From this total of $300,000, $15,000 has been expended towards~~ the ~~preparation~~marketplaces; ~~of our Registration Statement. As of the date of this filing, we have approximately $300,000 cash in hand.~~and

~~DETERMINATION~~5) OFIn ~~OFFERING~~200 ~~PRICE~~out of 100,000 Vaults a real physical .9999 Gold 5 oz. Athena Coin or a real physical gemstone (in 100 vaults each)

~~There is~~*Art noAssets/ ~~established~~Collectibles/ ~~market~~Art ~~for our stock~~Items. (The ~~offering~~inclusion ~~price~~of ~~for~~the ~~shares~~Art ~~sold~~assets ~~pursuant to~~should ~~this~~qualify ~~Offering~~the isVault ~~set~~to atbe ~~$0.50~~listed ~~per~~on ~~common~~various ~~share.~~Art Tofocused ~~date,~~NFT ~~we have issued a~~marketplaces ~~total~~such ofas ~~90,250,000 common shares, 85,100,000 common shares of which were sold at an average price of $0.0061 per share, for total gross proceeds of $308,310.~~OpenSea)

~~The $0.50~~We ~~price~~intend ofto sell the ~~shares~~HyFi ~~that~~NFT ~~are~~Vaults ~~being~~to ~~offered,~~individuals ~~that~~and ~~being~~businesses. Various businesses have approached the ~~10,000,000~~Company ~~direct~~to use our HyFi Vaults ~~issue~~and ~~shares~~put some of their gaming, ~~was~~collectibles ~~arbitrarily~~and ~~determined~~promotional items in ~~order~~the ~~for~~HyFi usNFT toVault. ~~raise~~We uphave tonot aentered ~~total~~into any agreements with ofsuch ~~$5,000,000~~businesses inand ~~this~~there ~~Offering~~can ~~through~~be ~~the~~no ~~direct~~assurance ~~issue~~that we’ll be able to do so on terms acceptable to us, or at all.

~~The~~We ~~shares~~expect ~~being~~variances ~~offered~~in by the ~~selling~~types ~~stockholders~~of ~~will~~assets/ beitems ~~sold~~being atoffered ~~$0.50~~in ~~per~~the ~~share until~~potential ~~such~~various ~~time~~HyFi asNFT ~~the~~Vault ~~Company’s~~Programs. ~~shares~~There ofcan ~~common~~be ~~stock~~no ~~are~~assurance any ~~quoted~~further onVault ~~the~~programs ~~OTC Bulletin~~will ~~Board~~be ~~and~~launched ~~thereafter~~after atthe ~~prevailing~~first ~~market~~HyFi ~~prices~~NFT Vault.

~~The~~HyFi ~~offering~~also ~~price~~intends ~~bears~~to nolicense ~~relationship~~its ~~whatsoever~~Vault toProgram ~~our~~technology ~~assets,~~to ~~earnings,~~companies ~~book value~~for orpromoting ~~other~~their ~~criteria~~own ofbrands, ~~value. Among~~products ~~the~~and ~~factors considered were:~~services.

-Proposed Membership ~~our cash requirements;- the proceeds to be raised by the Offering;~~Plan

-We have ~~our~~finalized ~~lack~~a Membership Program which we intend will enable members to earn money from referrals of ~~operating~~companies ~~history;~~and individuals to our DeFi Marketplace, as well as referral fee income for introducing other members. Members may also receive discounts for HyFi packaged financial products and tokens. HyFi Tokens will be able to be used for any payments defined by each product or service.

~~- the amount of capital to be contributed by purchasers in this Offering in proportion to the amount of stock to be retained by our existing stockholders.~~Corporate History

The ~~offering~~Company ~~price~~was ~~stated~~incorporated in ~~this~~Nevada ~~prospectus~~on ~~should~~January ~~not be considered an indication of the actual value of the shares. That price is subject to change as a result of market conditions and other factors~~5, ~~and we cannot assure you that the shares can be resold at or above the public offering price~~2011.

~~There are~~On noJanuary ~~warrants~~6, ~~rights~~2011, orwe ~~convertible~~acquired ~~securities~~100% ~~associated~~of ~~with~~BC, ~~this~~a Florida corporation incorporated on September 13, 2010, by our then-CEO and Director contributing ~~Offering~~100% of the outstanding shares to the Company. As a result, BC became a wholly owned subsidiary of the Company.

~~DILUTION~~BC is no longer active at this time and does not have any assets or operations. On June 11, 2021, the Company formed HYFI CORP, a Florida corporation, as its wholly owned subsidiary.

~~“Net~~On ~~tangible~~May ~~book~~12, ~~value”~~2012, is the ~~amount~~Company ~~that~~formed ~~results~~FTZ ~~from~~Energy ~~subtracting~~Exchange ~~the~~Inc., ~~total liabilities~~a ~~and~~wholly ~~intangible~~owned ~~assets~~subsidiary, ~~from~~for the ~~total~~future ~~assets~~development of an ~~entity. Dilution~~ ~~occurs~~energy ~~because~~exchange. On weJune ~~determined~~7, 2012, the ~~offering~~Company’s ~~price based~~then-Chief onExecutive ~~factors~~Officer ~~other~~contributed ~~than~~100% ~~those~~of ~~used~~his inmember ~~computing~~interest ~~book~~in ~~value~~FTZ ofExchange, ~~our~~LLC (“FTZ”), ~~stock. Dilution~~a ~~exists~~wholly ~~because~~owned subsidiary, to the ~~book~~Company ~~value~~for ofno ~~shares~~consideration. ~~held~~FTZ byis a licensing company that licenses business know-how and technology ~~existing~~to ~~stockholders~~build istransaction ~~lower~~fee-based ~~than~~exchanges for the ~~offering~~sale ~~price~~of ~~offered~~products toand ~~new investors~~services in vertical markets.

~~We are~~On ~~offering~~August ~~shares of our common stock for $0.50 per share through this Offering. At November 30~~2, ~~2010 our net tangible book value was ($1~~2012,~~333).~~ ~~We have adjusted~~ the ~~Net~~Company ~~tangible~~formed ~~book~~Agribopo, ~~value to reflect the following stock sales~~Inc. ~~In 2011~~, ~~founding~~ ~~shareholders~~a ofwholly ~~the~~owned ~~Company~~subsidiary ~~purchased~~for athe ~~total~~development of ~~83,900,000~~biomass ~~shares~~related ~~of our common stock for $8390~~projects. InOn ~~addition~~November 27, ~~we have sold an additional 1~~2012,~~200,000 shares~~ ofthe ~~our~~Company ~~common~~entered ~~stock~~into at a ~~price~~non-exclusive ofglobal ~~$0.25~~license ~~per share~~ with noAdvanced ~~commissions paid,~~Green ~~for total proceeds of $300~~Technologies,~~000.~~ OfLLC ~~the~~to ~~total~~convert ~~85,100,000~~biomass ~~shares~~wastes ~~sold, the~~from ~~average selling price was $0.0036 per share. 5~~animals,~~150,000~~ ~~shares~~humans ~~were issued at no cost for agreements for services~~ and ancellulosic ~~exclusive~~biomass ~~license.~~to Wecellulosic ~~have 90~~ethanol,~~250,000 shares~~ ~~outstanding~~fertilizer ~~prior~~and toother ~~the~~derivative ~~offering~~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.

~~Following~~By isOctober 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 ~~table~~result, ~~detailing~~the ~~dilution~~Company’s Board of Directors tried to ~~investors~~come ifto ~~25%~~an arrangement to separate BioPower from its subsidiaries, ~~50%~~but in the end, ~~75%~~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, or2016 ~~100%~~until ~~per~~February ~~cent~~2017, the Company continued project development of waste-to-energy projects with extremely limited funds. In February 2017, the ~~Offering~~Company isceased ~~sold~~all operations. At that time, we became a shell company.

		25%		50%		75%		100%
Net Tangible Book Value Per Share Prior to Stock Sale	$	0.0030	$	0.0030	$	0.0030	$	0.0030
Net Tangible Book Value Per Share After Stock Sale	$	0.0151	$	0.0277	$	0.0401	$	0.0525
Increase (Decrease) in Net Book Value Per Share Due to Stock Sale	$	0.0125	$	0.0249	$	0.0374	$	0.0499
Immediate Dilution (subscription price of $.50 less net tangible book value per share)	$	0.4970	$	0.4970	$	0.4970	$	0.4970

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.

~~Assuming~~On ~~all~~July 28, 2021, the Company amended and restated its articles of incorporation, as amended, in order to (i) increase the number of authorized shares ~~are~~of ~~sold~~common stock from 100,000,000 to 500,000,000, (ii) increase the ~~following~~number ~~table~~of ~~illustrates~~authorized shares of preferred stock from 10,000 to 5,000,000, (iii) change the ~~pro~~par ~~forma~~value of the preferred stock from $1.00 par value per share to $0.0001 par value per share; and (iv) ~~dilution:~~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.

Price to the Public (1)	$	0.50
Net tangible book value per Share before Offering (2)	$	0.0000
Net tangible book value per Share after Offering (3), (4)	$	0.0525
Increase Attributable to purchase of Stock by New Investors (5)	$	0.0525
Immediate Dilution to New Investors (6)	$	0.5000
Percent Immediate Dilution to New Investors (7)		100.00	%

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.

~~(1)~~During the ~~Offering~~quarter ~~price~~ending ~~per~~February ~~equivalent~~28, ~~common~~2022, ~~share~~we commenced operations and accordingly, we ceased to be a shell company.

(2) The net tangible book value per share before the Offering is determined by dividing the number of shares of common stock outstanding into our net tangible book value at 11/30/2010 plus the $308,390 received from sales of stock in 2011.Going Concern

~~(3)~~For the ~~The~~year ~~net~~ended ~~tangible~~November ~~book~~30, ~~value~~2021 ~~after~~ the ~~Offering~~Company isgenerated ~~determined~~revenues byof ~~adding~~$175,000 ~~the~~and reported a net ~~tangible~~loss ~~book~~of ~~value~~$441,324 ~~before~~and ~~the~~negative ~~Offering~~cash toflow from operating activities of $441,324. For the ~~estimated~~six ~~proceeds~~months toended usMay ~~from~~31, 2022, the ~~current~~Company ~~Offering~~generated ~~less~~revenues ~~the~~of ~~remaining~~$246,700, ~~Prospectus~~reported ~~preparation~~a net ~~costs~~loss of $4013,~~250~~138, and had negative cash flow from operating activities of $11,958. ~~The~~As ~~net~~noted ~~tangible~~in ~~book~~the ~~value~~consolidated ~~before~~financial statements of the ~~Offering~~Company, as atof ~~February~~May 731, ~~2011~~2022, ~~was~~the ~~determined~~Company byhad ~~including~~an ~~the~~accumulated deficit of $59,~~000~~568,~~000~~948. There is substantial doubt regarding the ability of ~~new~~the ~~capital,~~Company ~~less~~to ~~$40~~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,~~250~~ and ~~for~~its ~~payment~~management has concluded that factors raise substantial doubt about its ability to continue as a going concern and the auditor of the ~~costs~~Company ofhas ~~preparing~~included explanatory paragraphs relating to its ability to continue as a going concern in its audit report for the years ~~Prospectus~~ended November 30, 2021 and 2020.”

~~(4)~~Our unaudited ~~The~~financial ~~net~~statements ~~tangible~~have ~~book~~been ~~value~~prepared ~~per~~assuming ~~share~~that ~~after~~we will continue as a going concern, which contemplates the ~~Offering~~realization of isassets ~~determined~~and byliquidation ~~dividing~~of liabilities in the ~~number~~normal course of ~~shares~~business. ~~that~~The ~~will~~unaudited befinancial ~~outstanding~~statements ~~after~~do ~~the~~not ~~Offering~~include ~~into~~any adjustments that might result from the ~~net~~outcome ~~tangible~~of ~~book~~this ~~value~~uncertainty. ~~after~~We ~~the~~have ~~Offering~~a asminimal ~~determined~~operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in ~~Note~~all 3likelihood, sustain operating expenses without corresponding revenues for the immediate future.

~~(5)~~There is ~~The~~substantial ~~increase~~doubt ~~attributable~~that we can continue as an ongoing business for the next 12 months unless we obtain additional capital to ~~purchase~~pay our expenses. We must raise cash from sources other than revenues generated, such as from the proceeds of ~~stock~~loans, bypublic ~~new~~or ~~investors~~private equity sales, and/or advances from related parties. There is ~~derived~~no byguarantee ~~taking~~that ~~the~~any ~~net~~loans ~~tangible~~will ~~book~~be ~~value~~received, ~~per~~any ~~share~~equity ~~after~~sales ~~the~~will ~~Offering~~be made, and/or any ~~subtracting~~related ~~from~~parties itwill ~~the~~provide ~~net~~sufficient ~~tangible~~funds ~~book~~for ~~value~~us ~~per~~to ~~share~~continue ~~before~~to ~~the~~operate ~~Offering~~on acceptable terms.

(6) The dilution to new investors is determined by subtracting the net tangible book value per share after the Offering from the public offering price, giving a dilution value.

(7) The percent of immediate dilution to new investors is determined by dividing the dilution to new investors by the price to the public.

Following is a comparison of the differences of your investment in our shares with the share investment our existing stockholders.

The existing stockholders have purchased a total of 85,100,000 common shares for an aggregate amount of $308,310 or an average cost of approximately $0.0036 per share. Your investment in our shares will cost you $0.50 per share. In the event that this Offering is fully subscribed, the net tangible book value of the stock held by the existing stockholders will increase by $0.0532 per share, while your investment will decrease by $0.497 per share. If this Offering is fully subscribed, the total capital contributed by new investors will be $5,000,000. The percentage of capital contribution will then be 5.81% for the existing stockholders and 94.2% for the new investors. The existing stockholders will then hold, as a percentage, 84.89% of our issued and outstanding shares, while the new investors will hold, as a percentage, 9.98%.

~~SELLING~~Company ~~STOCKHOLDERS~~Information

~~The~~Our ~~persons~~principal ~~listed~~office inis ~~the~~located ~~following~~at ~~table~~20801 ~~plan~~Biscayne toBlvd., ~~offer~~Suite ~~the~~403, ~~shares~~Aventura, ~~shown~~Florida ~~opposite their~~33180, ~~respective~~and ~~names~~our byphone ~~means~~number ofis ~~this~~(786) ~~Prospectus~~923-0272. ~~The owners of the shares to~~Our becorporate ~~sold~~website byaddress ~~means~~is ofwww.hyfi-corp.com. ~~this~~Information ~~Prospectus~~contained ~~are~~on, ~~referred~~or toaccessible asthrough, ~~the~~our ~~“selling stockholders”.~~website ~~The~~is ~~selling~~not ~~stockholders~~a ~~acquired their shares from us in~~part ~~privately~~of, ~~negotiated~~and ~~transactions.~~is ~~These~~not ~~shares~~incorporated ~~may be sold~~ by ~~one~~reference ~~or more of the following methods~~into, ~~without~~this ~~limitations~~Prospectus.

-Summary of ~~ordinary~~Equity ~~brokerage~~Purchase ~~transactions~~Agreement ~~and~~And ~~transactions~~Registration inRights ~~which~~Agreement ~~the~~with ~~broker-dealer~~Peak ~~solicits~~One ~~investors;~~Opportunity Fund, L.P.

-On August ~~block~~8, ~~trades~~2022, inthe ~~which~~Company entered into an equity line of credit (“Equity Line”) established by an Equity Purchase Agreement (the ~~broker-dealer~~“Equity ~~will~~Purchase ~~attempt~~Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with Peak One Opportunity Fund, L.P., a Delaware limited Partnership (the “Investor”). Pursuant to ~~sell~~the Equity Purchase Agreement, the Company has the right, but not the obligation to direct the Investor to purchase up to $15,000,000.00 (the “Maximum Commitment Amount”) in shares asof ~~agent~~the Company’s common stock, par value $0.0001 per share (“Common Stock”) in multiple tranches (the “Put Shares”). Further under the Equity Purchase Agreement and subject to the Maximum Commitment Amount, the Company has the right, but ~~may~~not ~~position~~the obligation, to submit a Put Notice (as defined in the Equity Purchase Agreement) from time to time to the Investor (i) in an amount not less than $15,000 and ~~resell~~(ii) in a ~~portion~~maximum amount up to the lesser of (a) $300,000 or (b) 200% of the ~~block~~Average Daily Trading Value, as defined in the Equity Purchase Agreement. “Average Daily Trading Value” is defined in the Equity Purchase Agreement as the average trading volume of the Common Stock, on the principal tomarket ~~facilitate~~in which it trades (the ~~transaction;~~“Principal Market”), during the ten trading days immediately preceding the applicable put date multiplied by the lowest closing bid price of the Company’s Common Stock on the Principal Market.

-In exchange ~~purchases~~for byInvestor entering into the Equity Purchase Agreement, the Company agreed, among other things, to (i) issue and Peak One Investments, LLC, a ~~broker~~Delaware limited liability company (“Investments”) a Common Stock Purchase Warrant (the “Warrant”) to purchase up to 500,000 shares of Common Stock at a fixed exercise price of $0.20 per share, subject to the terms of the Warrants, with a five-~~dealer~~year asexercise ~~principal~~period commencing August 8, 2022, which was the date the Warrant was issued and ~~resale~~(ii) byfile a registration statement registering the ~~broker-dealer~~Common Stock issuable to the Investor under the Equity Purchase Agreement and to Investments under the Warrant for ~~its~~resale ~~account;~~(the “Registration Statement”) with the Securities and Exchange Commission within 60 calendar days of the Equity Purchase Agreement, as more specifically set forth in the Registration Rights Agreement. The Registration Rights Agreement further provides that the costs associated with this Registration Statement are to be borne by the Company.

The obligation of Investor to purchase the Company’s Common Stock commenced on the date of entry into the Equity Purchase Agreement, which was August 8, 2022, ending on earlier of: (i) the date on which Investor shall have purchased Common Stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount (ii) thirty-six at(36) amonths ~~fixed~~after ~~price~~the date of ~~$0.50~~entry ~~per~~into ~~share~~the ~~until~~Equity ~~such~~Purchase Agreement ~~time~~(iii) asdelivery of written notice of termination of the Equity Purchase Agreement by the Company to the Investor (which shall not occur during any Valuation Period, ~~and~~as ifsuch term is defined in the Equity Purchase Agreement, or at any time that the Investor holds any of the Put Shares) (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement or (v) the date that the Company’s ~~common~~commences ~~stock~~a voluntary case or any person commences a proceeding against the Company, a custodian is appointed ~~quoted~~for onthe Company or for all or substantially all of its property or the ~~OTCBB~~Company ~~and~~makes ~~thereafter~~a atgeneral ~~such~~assignment ~~prevailing~~for ~~market~~the ~~prices;~~benefit of its creditors (the “Commitment Period”).

-During the ~~privately~~Commitment ~~negotiated~~Period, ~~transactions;~~the initial purchase price to be paid by the Investor for the Common Stock under the Equity Purchase Agreement shall be 90% of the closing bid price of the Common Stock on the trading day immediately preceding the respective Put Date (as defined in the Equity Purchase Agreement) on the Principal Market and the purchase price thereafter shall mean 90% of the Market Price, which is defined as the lesser of the (i) closing bid price of the Common Stock on the Principal Market on the trading day immediately preceding the respective Put Date, or (ii) lowest closing bid price of the Common Stock during the Valuation Period (as defined in the Equity Purchase Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Investor. The term “Valuation Period” means the period of seven trading days immediately following the clearing date associated with the applicable Put Notice.

- to cover short sales after the date the registration statement, of which this Prospectus is a part, is declared effective by the Securities and Exchange Commission;

- a combination of any such methods of sale; and

- any other method permitted pursuant to applicable law.

In competing sales, brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from selling stockholders in amounts to be negotiated. As to any particular broker-dealer, this compensation might be in excess of customary commissions. Neither, we nor the selling stockholders can presently estimate the amount of such compensation. Any broker/dealers who act in connection with the sale of the shares will be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.

If any selling stockholders enters into an agreement to sell his or her shares to a broker/dealer as principal and the broker/dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this Prospectus is a part, identifying the broker/dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this Prospectus as needed. We will also file the agreement between the selling shareholder and the broker/dealer as an exhibit to the post-effective amendment to the registration statement.

The selling stockholders have been advised that any securities broker/dealers or others who will be deemed to be statutory underwriters will be subject to the prospectus delivery requirements under the Securities Act of 1933. We have advised each selling shareholder that in the event of a “distribution” of the shares owned by the selling shareholder, such selling shareholder, any “affiliated purchasers”, and any broker/dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934 (“1934 Act”) until their participation in that distribution is complete. Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class, as is the subject of the distribution. A “distribution” is defined in Rule 102 as an offering of securities “that is distinguished from ordinary trading transaction by the magnitude of the offering and the presence of special selling efforts and selling methods”. We have advised the selling stockholders that Rule 101 of Regulation M under the 1934 Act prohibits any “stabilizing bid” or “stabilizing purchase” for purpose of pegging, fixing or stabilizing the price of the common stock in connection with this Offering.

Notwithstanding, certain selling stockholders have entered into a lockup agreement with the Company effectively restricting them from transferring some or all of their common stock for a period of one-year without the prior written consent of the Company, which consent may be unreasonably withheld. Subsequent to the one year lockup period, the selling stockholder may sell its common stock every calendar quarter in an amount equal to no more than one percent (1%) of the Company’s issued and outstanding shares of common stock; provided, however, that the selling stockholder shall not be permitted to make any transfer, or portion thereof, that would exceed twenty percent (20%) of the average weekly reported volume of trading of the Company’s common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the calendar week preceding the Transfer. Moreover, as per the lockup agreement, prior to any transfer, the selling stockholder must first offer its shares of common stock to be sold to the Company and allow the Company to purchase such shares at a price that is ninety percent (90%) of the average closing price for the Company’s Common Stock, as reported or quoted on its principal exchange or trading market, for the consecutive five (5) trading days prior to the transfer notice given to the Company.

The following table sets forth information concerning the selling stockholders, including the number of shares currently held and the number of shares offered by each selling security holder, to our knowledge as of February 2, 2011. At the time of acquisition, there were no agreements, understandings or arrangements between any selling stockholders and any other persons, either directly or indirectly, to distribute the securities.

		Before the Offering		After the Offering
Name of Selling Stockholder	Position, Office or Other Material Relationship	Total Number of Shares of Common Stock Beneficially Owned Prior to the Offering (1)	Number of Shares to be Offered for the Account of the Selling Stockholder (2)	Number of Shares to be Owned after this Offering (2)(17)	Percentage to be Beneficially owned after this Offering (3)
Common Stock
Fox Irrevocable Trust (4)	See footnote	4,150,000	1,500,000	2,650,000	2.64	%
Marvin Friedman	None	50,000	50,000	0	0
Ford Irrevocable Trust (5)	See footnote	4,150,000	1,000,000	3,150,000	3.14	%
West Coast Florida Farms Inc. (6)	See footnote	3,000,000	2,500,000	500,000	0.50	%
Midnight Sun Global Trading (7)	None	2,500,000	2,500,000	0	0
Noslen LLC (8)	See footnote	4,150,000	500,000	3,650,000	3.64	%
E10 ST LLC (9)	See footnote	4,150,000	800,000	3,350,000	3.34	%
JB Persistance LLC (10)	See footnote	4,150,000	200,000	3,950,000	3.94	%
David B Cohen Family 2011 IRR Tr (11)	See footnote	4,150,000	500,000	3,650,000	3.64	%
Cohen Family 2011 IRR Tr (12)	See footnote	4,150,000	500,000	3,650,000	3.64	%
Marnie Cohen (13)	See footnote	3,000,000	2,500,000	500,000	0.50	%
J & JP LLC (14)	None	100,000	100,000	0	0
Richard Reiner	None	100,000	100,000	0	0
Robert Reiner	None	100,000	100,000	0	0
David Samuels	None	100,000	100,000	0	0
Russell Grossman IRR Trust (15)	None	800,000	800,000	0	0
Constellation Asset Management LLC (16)	None	4,150,000	2,500,000	1,650,000	0 1.65	%
Total Shares		42,950,000	16,250,000	26,700,000

The number of Put Shares to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.

~~(1)~~The Equity ~~Includes~~Purchase ~~shares~~Agreement, the Warrant and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of ~~common~~the ~~stock~~parties. ~~for~~Among ~~which~~other things, Investor represented to the ~~selling~~Company, ~~security~~that ~~holder~~it ~~has~~is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the ~~right~~Securities toAct ~~acquire~~and ~~beneficial~~the ~~ownership~~Company ~~within~~sold 60the ~~days~~securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

~~(2)~~The foregoing ~~This~~descriptions ~~table~~of ~~assumes~~the ~~that~~Equity ~~each~~Purchase ~~selling~~Agreement, ~~stockholder~~the ~~will~~Warrant ~~sell~~and the ~~shares~~Registration ~~offered~~Rights ~~for~~Agreement ~~sale~~are qualified in their entirety by itreference ~~under~~to ~~this~~the full text of such agreements, copies of which are attached as Exhibit 10.14, 10.15 and 10.16 to the registration statement of which this prospectus forms a part. ~~Selling~~The ~~stockholders~~representations, ~~are~~warranties ~~not~~and ~~required~~covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to ~~sell~~such ~~their~~agreements and ~~shares~~may be subject to limitations agreed upon by the contracting parties.

	(3)	Based on 90,250,000 shares of Common stock issued and outstanding as of February 2, 2011, and assumes that all 10,000,000 shares of Common Stock registered for resale by this Offering have been sold, for a total of 100,250,000 shares.
	(4)	The trustee of the Fox Irrevocable Trust is Janet Fox Kohn, the wife of Mr. Robert Kohn, the CEO and Chairman of the Company. Mr. Kohn is not a beneficiary of the Trust and disclaims beneficial ownership of the shares of common stock owned by the Trust.
	(5)	The trustee of the Ford Irrevocable Trust is Jessica Leopold, the daughter of Mr. Robert Kohn, the CEO and Chairman of the Company. Mr. Kohn is not a beneficiary of the Trust disclaims beneficial ownership of the shares of common stock owned by the Trust.
	(6)	The Managing member of West Coast Florida Farms LLC is Jeffery Kohn, who has no relation to Mr. Robert Kohn, the CEO and Chairman of the Company. Mr. Jeffrey Kohn has voting and dispositive control over the shares of common stock held by West Coast Florida Farms, LLC. Mr. Kohn disclaims beneficial ownership of the shares of common stock owned by West Coast Florida Farms, LLC.

SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those described in “Risk Factors” immediately following this Prospectus summary and elsewhere in this Prospectus. These risks represent challenges to the successful implementation of our strategy and to the growth and future profitability of our business. These risks include, but are not limited to, the following:

	●	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.
	●	The Company has a number of convertible notes issued that are currently in default.
	●	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.
	●	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.
	●	We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.
	●	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.
	●	As a remote-first company, we are subject to heightened operational and cybersecurity risks.
	●	We currently support, and expect to continue to support, certain smart contract-based assets. If the underlying smart contracts for these assets do not operate as expected, they could lose value and our business could be adversely affected.
	●	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.
	●	Changes in financial reporting standards or policies, including as a result of choices made by us, could materially adversely affect our reported results of operations and financial condition and may have a corresponding material adverse impact on capital ratios.
	●	We are subject to an extensive and rapidly-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.
	●	Some of the assets in which we intend to facilitate trading are subject to regulatory authority by the Commodity Futures Trading Commission (“CFTC”). Fraud in or manipulation of a crypto asset occurring on our platform could subject us to increased regulatory scrutiny, regulatory enforcement, and litigation.

● Certain transactions in crypto assets may constitute “retail leveraged commodity transactions” subject to regulation by the CFTC as futures contracts. If crypto asset transactions we facilitate are deemed to be such retail commodity transactions, we would be subject to additional regulatory requirements, licenses and approvals, and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs. ● Particular crypto assets or transactions therein could be deemed “commodity interests” (7e.g., futures, options, swaps) ~~The President~~or security-based swaps subject to regulation by the CFTC or SEC, respectively. If a crypto asset that we facilitate trading in is deemed a commodity interest or a security-based swap, we would be subject to additional regulatory requirements, licenses and approvals, and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs. ● We may be sued by third parties for alleged infringement of ~~Midnight~~their ~~Sun~~proprietary ~~Global~~rights. ● Trading on the OTC Markets is ~~Terri~~volatile ~~Roberts~~and sporadic, which could depress the market price of our common stock and make it difficult for our security holders to resell their common stock. Ms● FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock. ~~Roberts~~● ~~has~~The issuance of a large number of shares of our Common Stock could significantly dilute existing stockholders and negatively impact the ~~voting~~ market price of our Common Stock. ● Shares eligible for future sale may adversely affect the market. ● Our management team will have immediate and ~~dispositive~~broad ~~control~~discretion over the ~~shares~~use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree The trading price of BioPower common stock ~~owned~~may bybe ~~Midnight Sun~~volatile, ~~Global~~and ~~Trading~~purchasers of BioPower common stock could incur substantial losses. ● The articles of incorporation, as amended, provides that state or federal court located within the state of Nevada will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees. ● Our common stock are subject to the “penny stock” rules. It may be more difficult to resell securities classified as “penny stock.” ● We are considered a smaller reporting company and are exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors. ● We may be subject to securities litigation, which is expensive and could divert management attention. ● We have never paid dividends on our common stock and have no plans to do so in the future. ● We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law.

~~(8) The~~THE Managing Member of Noslen LLC is Gabrielle Nelson, the cousin of Ms. Bonnie Nelson, a Director of the Company. Ms. Gabrielle Nelson has voting and dispositive control over the shares of common stock held by Nolsen, LLC. Ms. Bonnie Nelson disclaims beneficial ownership of the shares of common stock owned by Noslen, LLC.OFFERING

~~(9) The Managing Member of E10 ST~~10, ~~LLC is Jill Bloch~~417, ~~the sister of Ms. Bonnie Nelson, a~~963 ~~Director~~Shares of ~~the~~Common ~~Company.~~Stock ~~Ms.~~Issuable ~~Bloch~~Under ~~has voting and dispositive control over~~ the ~~shares~~ ofEquity ~~common stock held by E10 ST, LLC. Ms. Bonnie Nelson disclaims beneficial ownership of the shares of common stock owned by E10 ST, LLC.~~Line

~~(10) The Managing Member of JB Persistance~~500, ~~LLC is Jonathan Bloch, the nephew of Ms.~~000 ~~Bonnie~~Shares ~~Nelson, a Director~~ of ~~the~~Common ~~Company.~~Stock ~~Mr.~~Issuable ~~Bloch~~Upon ~~has~~Exercise ~~voting and dispositive control over the shares~~ of ~~common stock held by JB Persistance, LLC. Ms. Bonnie Nelson disclaims beneficial ownership of the shares of common stock owned by JB Persistance, LLC.~~Warrants

(11) The trustee of the David B. Cohen 2011 Irrevocable Trust u/a/d 1/13/2011 is Ronald Bergland. Mr. Bergland has voting and dispositive power over the shares owned by the Trust. David B. Cohen is the son of Ms. Bonnie Nelson, a Director of the Company. Ms. Nelson is not a beneficiary of the Trust disclaims beneficial ownership of the shares of common stock owned by the Trust.

Issuer:		BioPower Operations Corporation

Shares to be Issued Pursuant to Put Notices:		10,417,963 shares of Common Stock that we may issue to Peak One pursuant to put notices under the Equity Purchase Agreement.

Shares to be Issued Upon the Exercise of Warrants:		500,000 shares of Common Stock that we may issue to Peak One upon the exercise of Warrants.

Common Stock Outstanding before Offering and prior to the Exercise of any Warrants:		45,625,000 shares of Common Stock.(1)

(12) The Trustees of the Cohen Family 2011 Irrevocable Trust u/a/d 1-13-2011 are David B. Cohen and Marnie Cohen, the son and daughter in law of Ms. Bonnie Nelson, a Director of the Company. Mr. and Mrs. Cohen have voting and dispositive control over the shares of common stock owned by the Trust. Ms. Nelson is not a beneficiary of the Trust disclaims beneficial ownership of the shares of common stock owned by the Trust.

(13) Marnie Cohen is the daughter in law of Ms. Bonnie Nelson, a Director of the Company.

(14) The President of J&JP, LLC is Mr. Joseph Schon. Mr. Schon has voting and dispositive control over the shares of common stock owned by J&JP, LLC.

(15) The Trustee of the Russell Grossman Irrevocable Trust is Russell Grossman. Mr. Grossman has the voting and dispositive control over the shares of common stock owned by the Trust.

(16) The Managing Director of Constellation Asset Management, LLC, the Company Investor Relations consultant, is Jens Dalsgaard. Mr. Dalsgaard has voting and dispositive control over the common stock owned by Constellation Asset Management. Includes a one-year warrant to purchase 1,000,000 shares of common stock at $1.00 per share.

(17) 16,000,000 shares of common stock are subject to a one-year lock up agreement entered into between the Company and the selling stockholder.

PLAN OF DISTRIBUTION

Upon effectiveness of the registration statement, of which this Prospectus is a part, we will conduct the sale of shares we are offering on a self-underwritten, best-efforts basis. This offering will be conducted on a best-efforts basis utilizing the efforts of the officers and director of the Company. There is no public market for our common stock. To date, we have not obtained listing or quotation of our securities on a national stock exchange or association, or inter-dealer quotation system. We have not identified any market makers with regard to assisting us to apply for such quotation. We are unable to estimate when we expect to undertake this endeavor or whether we will be successful. In the absence of listing, no market is available for investors in our common stock to sell the Shares. We cannot guarantee that a meaningful trading market will develop or that we will be able to get the Shares listed for trading.

If the Shares ever become tradable, the trading price of such could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell the Shares at a price greater than the price at which they are being offered. We do not anticipate entering into any agreements or arrangements for the sale of the Shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post effective amendment to disclose those arrangements.

We will not be conducting a mass-mailing in connection with this Offering, nor will we use the Internet to conduct this Offering.

Neither Mr. Kohn nor Ms. Nelson is subject to a statutory disqualification as such term is defined in Section 3(a)(39) of the Securities Exchange Act of 1934. They will rely on Rule 3a4-1 to sell our securities without registering as a broker-dealer. Both are serving as an officer and director and primarily perform substantial duties for or on our behalf otherwise than in connection with transactions in securities and will continue to do so at the end of the Offering, and have not been a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months, and have not nor will not participate in the sale of securities for any issuer more than once every 12 months. Neither individual will receive commissions in connection with his or her participation.

We plan to offer our shares to the public at a price of $0.50 per share, with no minimum amount to be sold. Our officers and directors will not purchase any shares under this Offering. We will keep the Offering open until we sell all of the shares registered, or for 90 days from the date of this Offering, whichever occurs first. The Board of Directors may also elect to extend the Offering for up to a further 90 days, if all shares have not been sold by the end of the initial 90 day period. There can be no assurance that we will sell all or any of the shares offered. We have no arrangement or guarantee that we will sell any shares.

Common Stock Outstanding after Offering assuming the Exercise of the Warrants:		56,542,963 shares of Common Stock, assuming (i) all 10,417,963 shares are sold to the Selling Stockholder under the Equity Line and (ii) the Selling Stockholder exercises the 500,000 Warrants and 500,000 shares of Common Stock are issued to the Selling Stockholder. If we sell less shares of Common Stock to the Selling Stockholder under the Equity Line, we have substantially less Common Stock outstanding after the Offering.

Terms of Warrants:		The Warrant may be exercised at any time for five years from the date of issuance at a fixed exercise price of $0.20 per Common Stock share, subject to adjustments as specified in the Warrant, including an anti-dilution provision. In the event that there is no effective registration statement registering the shares underlying the Warrants, then the Warrants may be exercised by means of a “cashless exercise” at the holder’s option, such that the holder may use the appreciated value of the Warrants (the difference between the market price of the underlying shares of common stock and the exercise price of the underlying Warrants) to exercise the Warrants without the payment of any cash.

Use of proceeds:		We will not receive any of the proceeds from the Selling Securityholders sales of our stock. We will receive proceeds from the sale of our stock to Peak One pursuant to the Equity Purchase Agreement and from any cash exercise by Peak One of Warrants, which we intend to use to fund our product development programs, acquisition of new products, working capital and to general operational needs. The amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, market conditions. In addition, we may use a portion of any net proceeds to acquire complementary businesses; however, we do not have plans for any acquisitions at this time. See “Use of Proceeds.”

Risk factors:		See “Risk Factors” beginning on page 19 of this prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in our common stock.

Trading Market:		Our Common Stock is currently quoted on the OTC Pink tier of the OTC Market Group, Inc. under the symbol “BOPO”.

Transfer Agent and Registrar:		Continental Stock Transfer & Trust Co. is our transfer agent and registrar in connection with the offering.

Ownership Limits (Blockers):		The number of Put Shares to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then deemed beneficially owned by the Investor, would result in the Investor owning more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Put Shares.

Dividend policy:		We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

~~In order~~(1) toUnless ~~comply~~we ~~with~~indicate ~~the applicable securities laws of certain states~~otherwise, ~~the~~all ~~securities may~~information ~~not be offered or sold unless they have been registered or qualified for sale~~ in ~~such~~this ~~states~~prospectus ~~or an exemption from such registration or qualification requirement~~ is ~~available~~based ~~and~~on ~~with~~45,625,000 ~~which~~shares weof ~~have~~Common ~~complied.~~Stock ~~The~~issued ~~purchasers in this Offering~~ and ~~in any subsequent trading market must be residents of such states~~outstanding ~~where~~as ~~the Shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As~~ of ~~this~~October ~~date~~7, ~~we have not identified the specific states where the offering will be sold~~2022.

Investors can purchase the Shares in this offering by contacting the Company. All payments must be made in United States currency either by personal check, bank draft, or cashier’s check. There is no minimum subscription requirement. We expressly reserve the right to either accept or reject any subscription. All accepted subscription agreements are irrevocable. Any subscription rejected will be returned to the subscriber within 5 business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

~~DESCRIPTION~~SELECTED OFHISTORICAL ~~SECURITIES~~CONSOLIDATED TOFINANCIAL ~~BE REGISTERED~~DATA

~~General~~The following table presents the Company’s selected historical consolidated financial data for the periods indicated. The selected historical consolidated financial data for the years ended November 30, 2021 and November 30, 2020 and the balance sheet data as of November 30, 2021 are derived from the Company’s audited financial statements. The selected historical consolidated financial data for the six months ended May 31, 2022 and May 31, 2021 and the balance sheet data as of May 31, 2022 and May 31, 2021 are derived from the Company’s unaudited financial statements.

~~Our~~Historical ~~Articles~~results ofare ~~Incorporation,~~included asfor ~~amended,~~illustrative ~~authorize~~and ~~the~~informational ~~issuance~~purposes ofonly aand ~~total~~are ~~of 500,010,000~~not ~~shares,~~necessarily indicative of ~~which~~results ~~are~~we ~~500,000,000~~expect ~~shares~~in ~~are common stock with~~future ~~$0.0001 par value~~periods, ~~90,250,000~~and results of ~~which~~interim periods are ~~issued~~not ~~and~~necessarily ~~outstanding~~indicative ~~and~~of ~~10,000 shares~~results ~~are~~for ~~preferred~~the ~~stock~~entire ~~with $1~~year.00 ~~par~~The ~~value,~~data ~~with~~presented ~~one~~below ~~share issued and~~should ~~outstanding~~be ~~designated~~read asin ~~Series~~conjunction ~~A Preferred Stock. We are seeking to register 10~~with,~~000,000~~ ~~shares of our common stock through a direct public offering,~~ and ~~16,250,000~~are ~~presently~~qualified ~~issued~~in ~~shares~~their toentirety ~~be sold~~ by ~~existing~~reference ~~stockholders and 1~~to,~~000,000~~ ~~shares~~“Management’s ~~issuable~~Discussion ~~upon~~and ~~exercise~~Analysis of Financial aCondition ~~warrant~~and atResults ~~$1.00~~of ~~per~~Operations” ~~share.~~and Ifour ~~all shares~~consolidated ~~are~~financial ~~sold~~statements weand ~~will~~the ~~have~~notes ~~100,250,000~~thereto ~~shares~~included ofelsewhere in ~~common~~this ~~stock outstanding~~prospectus.

Common Stock

	For the Six Months Ended May 31, 2022 (unaudited)			For the Six Months Ended May 31, 2021 (unaudited)

Statement of Operations Data
Total revenues	$	446,700		$	-
Total operating expenses		363,868			8,081
Loss before income taxes	$	82,832		$	8,081
Income tax expense		-			-
Net income (loss)		(82,832	)		(8,081	)
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)

Balance Sheet Data (at period end)
Cash and cash equivalents	$	552,356		$	95,973
Working capital (deficit) (1)	$	(5,173,145	)	$	(5,411,178	)
Total assets	$	613,173		$	95,973
Total liabilities	$	5,786,318		$	5,507,151
Stockholders’ equity (deficit)	$	(613,173	)	$	(95,973	)

~~Holders of~~(1) ~~outstanding~~Working ~~shares~~capital of(deficit) ~~common~~represents ~~stock~~total ~~are~~current entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of our affairs, holders are entitled to receive, ratably, our net assets ~~available~~less ~~to stockholders~~total ~~after~~current ~~distribution is made to the preferred stockholders, if any, who are given preferred rights upon liquidation.~~liabilities

Each record holder of common stock is entitled to one (1) vote for each share held in all matters properly submitted to the stockholders for their vote. Cumulative voting for the election of directors is not permitted by our By-Laws.

	Year Ended
	November 30, 2021			November 30, 2020

Statement of Operations Data
Total revenues	$	175,000		$	-
Operating expenses					-
Selling, General and administrative		461,263			-
Total operating expenses		461,263			-
Loss from operations		(286,263	)		-
Total other income (expense)		(155,061	)		(129,745	)
Income (loss) before provision for taxes		(441,324	)		(129,745	)
Income tax provisions		-			-
Net income (loss)	$	(441,324	)	$	(129,745	)
Basic and diluted net loss per share	$	(0.01	)	$	(0.00	)

Balance Sheet Data (at period end)
Cash	$	95,973		$	-
Working capital (deficit) (1)		(5,411,178	)		(4,364,469	)
Total assets		95,973			-
Total liabilities		5,507,151			4,364,469
Stockholders’ equity (deficit)		(5,411,178	)		-

~~Holders of~~(1) ~~outstanding~~Working ~~shares~~capital ofrepresents ~~common~~total ~~stock~~current ~~have~~assets noless ~~preemptive,~~total ~~conversion~~current ~~or redemptive rights~~liabilities. ~~To the extent that additional shares of our common stock are issued, the relative interest of then existing stockholders may be diluted.~~

Presently, 33,500,000 shares belonging to the Officers and Directors of the Company and 5,150,000 shares belonging to non-related parties are subject to a two year lock-up and leakage agreement and the Company has a first right of refusal to repurchase such shares.

Presently, 16,000,000 shares are subject to a one year lock-up and leakage agreement and the Company has a first right of refusal to repurchase such shares.

Preferred Stock

We have authorized 10,000 shares of preferred stock authorized, of which one share has been designated Series A Preferred Stock (“Series A PS”). The rights and preferences of the Series A PS as follows: (i) the holder is not entitled to any dividends or preference on distribution; (ii) the holder cannot convert the Series A PS into any class of securities of the Company; (iii) entitles the holder to the right to vote 50.1% of the total outstanding shares entitled to vote at any shareholder meeting, effectively, giving the holder the right to unilaterally control the voting of the Company’s securities; and (iv) the holder is not entitled to receive any distribution upon any liquidation, dissolution or winding up of the Company.

Debt Securities

None.

Warrants and Rights

We currently have issued a one year warrant to purchase 1,000,000 shares of our common stock at $1.00 per share.

Other Securities

None.

Market Information for Securities Other Than Common Equity

Not applicable.

American Depositary Receipts

Not applicable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

We have not hired or retained any experts or counsel on a contingent basis, who would receive a direct or indirect interest in the Company, or who is, or was, a promoter, underwriter, voting trustee, director, officer or employee of the Company.

Berman & Company, P.A. of Boca Raton, Florida, our independent registered public accounting firm, have audited our financial statements for the period ended November 30, 2010, and presented its audit report dated February 7, 2011, regarding such audit which is included with this Prospectus with Berman & Co., PA’s consent as experts in accounting and auditing.

Gersten Savage LLP has issued an opinion on the validity of the shares offered by this Prospectus, which has been filed as an Exhibit to this Prospectus with Gersten Savage LLP’s consent.

~~INFORMATION~~RISK ~~WITH RESPECT TO THE REGISTRANT~~FACTORS

~~Description~~An investment in our securities carries a significant degree of ~~Business~~risk. You should carefully consider the following risks, as well as the other information contained in this prospectus, including our historical financial statements and related notes included elsewhere in this prospectus before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares. Refer to “Cautionary Statement Regarding Forward-Looking Statements.”

~~General~~We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

~~BioPower Operations Corporation~~Below ~~("we,"~~is ~~"our," “BioPower”,~~a ~~“BIO”~~summary orof ~~the~~material ~~“Company") was incorporated in Nevada on January 5~~risks, ~~2011.~~uncertainties Onand ~~January~~other 6,factors ~~2011~~that wecould ~~acquired~~have ~~100% of BioPower Corporation (“BC”),~~ a ~~Florida~~material ~~corporation~~effect ~~incorporated~~ on ~~September 13, 2010 by our CEO and Director contributing 100% of~~ the ~~outstanding shares to the~~ Company~~. As~~ aand ~~result,~~its ~~BC became a wholly-owned subsidiary of the Company.~~operations:

OnRisks ~~January~~Related ~~14,~~to ~~2011~~the weCompany’s ~~formed~~Business ~~Global~~and ~~Energy Crops Corporation (“GECC”), a 100% wholly-owned subsidiary.~~Industry

~~BioPower~~We ishave a ~~renewable~~limited ~~energy~~operating ~~company~~history ~~focused~~in onan ~~growing~~evolving ~~non-food~~and ~~energy~~highly ~~crops~~volatile -industry, ~~trees and grass~~ which ~~produce~~makes ~~biomass~~it ~~feedstock~~difficult ~~which~~to ~~can~~evaluate beour ~~converted~~future ~~into~~prospects ~~electricity~~ and ~~biofuels~~may increase the risk that we will not be successful.

~~BioPower~~We ~~License~~began ~~Agreement~~our ~~Clenergen~~operations in 2011 in the energy industry. Since then our business model continued to evolve through February 2017, when we shifted away from waste-to-energy products and became a shell corporation. On February 17, 2022, we commenced new operations, and accordingly, from that date and continuing we are no longer a shell company. We intend to focus on the development and commercialization of the tokenization of CeDeFi marketplaces including the sale of NFTs for technology and related licenses and trading of energy commodities with a focus on hydrogen. The comparability of our financial results in previously-filed SEC reports should not be viewed as an indication of future performance, in part, because of the evolution of our business model.

OnBecause ~~November~~we ~~30,~~have ~~2010~~a anlimited ~~exclusive~~operating ~~license~~history ~~agreement~~and ~~was~~our ~~signed~~anticipated ~~between~~business ~~BioPower Corporation~~model ~~and~~differs ~~Clenergen~~from ~~Corporation~~past ~~(www.clenergen.com) (CRGE.OB).~~operations, ~~BioPower~~it ~~Corporation~~is ~~has~~difficult ~~the~~to ~~exclusive~~evaluate ~~license~~our proposed ~~for~~business ~~the~~and ~~United~~future ~~States, Central~~prospects. ~~America,~~Our ~~Guam,~~limited ~~Mexico~~operating ~~and~~experience, ~~Cuba~~the torapidly ~~utilize~~evolving ~~Clenergen’s~~nature ~~biomass~~of ~~growing technologies. Clenergen~~the ~~Corporation~~NFT ismarket ain ~~public company~~ which ~~utilizes~~we aintend ~~tree~~to ~~adapation~~operate, ~~technology~~substantial ~~applied~~uncertainty toabout ~~selected~~the ~~tree~~regulatory ~~species,~~risks ~~namely,~~to ~~Paulownia and~~our ~~Melia~~business, ~~dubia~~ and aother ~~grass~~economic ~~Beema~~factors ~~Bamboo.~~beyond ~~This~~our ~~process~~control, ~~increases~~significantly reduce ~~biomass~~our ~~yields by~~ability ~~shortening~~to ~~the~~accurately ~~typical~~forecast ~~growth~~quarterly ~~cycle~~or ~~resulting~~annual inrevenue. upFailure to amanage ~~40%~~our ~~increase~~current ~~over the~~and ~~normal~~future growth ~~rate~~effectively ofcould have ~~trees~~an ~~and~~adverse ~~bamboo.~~effect ~~Pursuant~~on toour ~~the License Agreement~~business, ~~the~~ ~~Company~~operating ~~shall pay to Clenergen a royalty~~results, onand ~~each~~financial ~~12-month period, as follows:~~condition.

(a) eight percent (8%) of the first $50,000,000 of gross revenue, or any part thereof;

(b) three percent (3%) of the second $50,000,000 of gross revenue, or any part thereof; and

The License Agreement shall remain in full force and effect unless terminated by Clenergen as provided therein. If Clenergen licenses its technology in other territories at a lower percentage then above, then the Company’s license fees will be reduced to the lowest percentage charged by Clenergen.

On January 26, 2011, Mr. Robert Kohn, our CEO and Chairman of the Board, resigned as the non-executive Chairman of the Board of Clenergen.

Global Energy Crops Corporation

On January 14, 2011, the Company formed Global Energy Crops Corporation. GECC will focus on four areas of concentration and intends to:

1. Produce seedlings for global distribution and utilization.

2. Seek financing from US Aid, OPIC, humanitarian funds and similar organizations for biomass energy crop growing projects in third world countries for the conversion to electricity and biofuels.

3. Joint venture with both international and smaller technology companies who are currently producing electricity and biofuels wherein GECC intends to provide biomass feedstock.

4. Execute supply chain contracts with major buyers of energy crop products including electricity and biofuels

~~Green~~Prices for ~~Oil~~the commodities underlying our proposed NFTs or the related commodity indices may change unpredictably and affect the value of our ~~Plantations~~NFTs ~~Americas,~~in ~~Inc~~unforeseeable ways.

OnInvestments, ~~January~~such ~~27,~~as ~~2011~~the proposed HyFi NFTs, anlinked ~~agreement~~to ~~was~~the ~~signed~~prices ~~between~~of ~~Green~~commodities ~~Oil~~or ~~Plantations~~a ~~Ltd. (www.greenoilplantations.com) and~~commodity ~~their~~based ~~affiliates~~index, ~~(“Green~~are ~~Oil”)~~considered speculative, and ~~the~~prices for ~~Company~~commodities ~~for~~or the ~~exclusive~~level ~~fully~~of ~~paid up~~a ~~license~~commodity ~~for~~based ~~fifty~~index, ~~(50)~~and ~~years~~related tocontracts ~~utilize~~may ~~Green~~fluctuate ~~Oil’s~~significantly ~~licensed~~over ~~technologies~~short ~~and turnkey~~periods ~~model~~ for ~~growing~~a ~~energy~~variety of ~~crops~~factors, including: changes in ~~North~~supply ~~America~~and demand relationships, ~~South~~governmental ~~America~~programs and policies, ~~Central~~national and international political ~~America~~and economic events, including war and ~~the~~hostilities, ~~Caribbean. The~~changes ~~Company~~in ~~formed~~interest ~~Green~~and ~~Oil~~exchange ~~Plantations~~rates, trading activities in commodities and related ~~Americas~~contracts, ~~Inc.~~pestilence, astechnological ~~the~~change, ~~operating~~weather, ~~company~~and ~~for~~agricultural, ~~this~~trade, ~~exclusive~~fiscal, ~~license~~monetary and exchange control policies. InThe price ~~connection~~volatility ~~with~~of each underlying asset also affects the ~~grant~~value of the ~~license,~~forwards ~~the~~and ~~Company~~forward ~~issued~~contracts related to ~~Green~~that ~~Oil~~underlying asset and ~~1,000,000~~therefore ~~shares~~its ofprice ~~the~~at ~~Company’s~~any ~~common~~such ~~stock~~time. ~~having~~These afactors ~~fair~~may ~~value~~affect the prices of ~~$250,000~~the underlying commodities or underlying commodity indices ~~based~~and ~~upon~~may ~~recent~~cause ~~cash~~the ~~offerings~~prices for underlying commodities or underlying commodity indices to ~~third~~move ~~parties~~in atinconsistent ~~$0.25~~directions ~~per~~and at inconsistent ~~share~~rates which will affect the value of NFTs linked to commodities.

~~Further,~~We ~~pursuant~~are subject to ~~the~~operating ~~License~~and ~~Agreement,~~litigation ~~the~~risks ~~Company~~that ~~shall~~may ~~pay~~not tobe ~~Green~~covered ~~Oil~~by ~~a royalty, on each 12-month period, as follows:~~insurance.

~~(a)~~Our business ~~five~~operations ~~percent~~are ~~(5%)~~subject to all of the ~~first~~operating ~~$50~~hazards and risks normally incidental to the implementation of systems involving combustible products,~~000~~ such as liquefied petroleum gases,~~000~~ propane, natural gas and hydrogen gas, and the generation of ~~gross~~electricity. ~~revenue~~Accidents involving our hydrogen energy systems, including leaks, ruptures, fires, explosions, sabotage and mechanical problems, could result in substantial losses due to personal injury and/or ~~any~~loss ~~part~~of ~~thereof;~~life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events. If such accidents were to occur, we could face lawsuits from our clients alleging that we were responsible for such accidents. There can be no assurance that our insurance will be adequate to protect us from all material expenses related to future claims or that such levels of insurance will be available in the future at economical prices.

~~(b)~~The Company ~~three~~relies ~~percent~~on ~~(3%)~~certain third-party providers of ~~the~~licensed ~~second~~software ~~$50,000,000~~and ofservices ~~gross~~integral ~~revenue,~~to orthe ~~any~~operations ~~part~~of ~~thereof;~~the ~~and~~Company’s business.

~~(c)~~Certain aspects ~~one~~of ~~percent~~the ~~(1%)~~operation of ~~any~~the Company’s business depend on third-party software and service providers, including, but not limited to, Metamask, which allows our users to link their crypto wallets to the HyFi platform. The Company is, to a certain extent, dependent upon the ability of third parties to maintain, enhance or develop their software and services on a timely and cost-effective basis, to meet industry technological standards and innovations to deliver software and services that are free of defects or security vulnerabilities, and to ensure their software and services are free from disruptions or interruptions. Further, third-party software and services may not always be available to the Company on commercially reasonable terms or at all. ~~gross~~If ~~revenue~~the ~~over~~Company’s ~~$100~~agreements with third-party software or services vendors are not renewed or the third-party software or services become obsolete,~~000~~ fail to function properly,~~000~~ are incompatible with future versions of the Company’s products or services, are defective or otherwise fail to address the Company’s needs, there is no assurance that the Company would be able to replace the functionality provided by the third-party software or services with software or services from alternative providers. Furthermore, even if the Company identifies alternative providers of similar software and services, the software and services that they offer may not satisfy our needs as well or be available on commercially reasonable terms, and there would be costs associated with switching. Any of these factors could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

If ~~Green~~ ~~Oil~~we ~~licenses~~do ~~its~~not ~~technology~~effectively inmanage ~~other~~our ~~territories~~growth atand athe ~~lower~~associated ~~percentage~~demands on our operational, ~~then above~~risk management, ~~then~~sales ~~the~~and ~~Company’s~~marketing, ~~license~~technology, compliance, ~~fees~~and ~~will~~finance beand ~~reduced~~accounting toresources, ~~the~~our ~~lowest~~business ~~percentage charged~~may bybe ~~Green~~adversely ~~Oil~~impacted.

The ~~Company~~crypto ~~and~~ecosystem ~~its~~has ~~subsidiaries,~~experienced ~~have~~recent ~~never~~rapid ~~declared~~growth. ~~bankruptcy,~~We ~~have~~expect ~~never~~this ~~been~~trend into continue for the foreseeable future. Our anticipated product ~~receivership~~launches benefit from innovation in the crypto economy, and, ~~have~~as ~~never~~such, ~~been~~accurately ~~involved~~evaluating inand ~~any~~forecasting ~~legal~~our ~~action~~performance may be difficult or impossible. In particular, the NFT business has grown significantly since 2020, and the minting, usage and acceptance of digital assets ~~proceedings~~has continued to grow in general.

Neither the Company nor its subsidiaries, nor our officers, directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger. Since incorporation, we have not made any material purchase or sale of assets outside the ordinary course of business.

We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose.

Business Development

The Company was formed to leverage the experience, expertise, business relationships and financial expertise of its officers, directors and advisors focused on growing biomass energy crops to convert into electricity and biofuels.

BioPower Corporation acquired the license rights from Clenergen Corporation to an exclusive territory including the United States, Central America, Mexico, Guam and Cuba to convert biomass into electricity and biofuels. Clenergen Corporation has established this model in India, Africa and the Philippines. Mr. Robert Kohn, our principal shareholder, CEO and a Director of BIO, was the non-executive Vice Chairman of Clenergen Corporation. He resigned on January 26, 2011 due to the potential conflicts of interest as CEO of BIO.

~~BIOPOWER~~Managing ~~OPERATIONS~~our ~~CORPORATION~~business may become increasingly complex. To effectively manage and capitalize on our potential 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.

~~Biomass~~Successful implementation ~~Energy~~of ~~Crops~~our ~~Growing~~growth ~~Operations~~strategy ~~Biomass~~may ~~Energy~~also ~~Products~~require ~~Trees~~significant ~~and~~expenditures ~~Bamboo~~before –any ~~Biomass~~substantial ~~energy~~associated ~~crops~~revenue ~~Licenses~~is ~~BioPower~~generated and ~~Corporation~~we ~~Green~~cannot ~~Oil~~guarantee ~~Plantations~~that ~~Americas,~~these ~~Inc.~~increased ~~Potential~~investments ~~Joint~~will ~~Venture~~result ~~Partners~~in ~~Land~~corresponding ~~Owners~~and ~~Municipalities~~offsetting ~~Native~~revenue American Sovereign territories Financing Programs Investors Traditional Project Finance Preferred Stock Bonds Carbon Credit Financing Biofuels Biofuel Biodiesel Heating Oil Electricity Gasification Steam Wood Pellets Wood Chipsgrowth.

~~It is our~~Our ~~plan~~growth ~~for~~may ~~the~~not ~~twelve~~be ~~months~~sustainable ~~following~~and ~~the~~depends ~~effectiveness~~on of our ~~Registration Statement,~~ability ~~and subject~~ to ~~our~~attract ~~having~~new ~~success in raising additional capital through this Offering~~customers, toexpand ~~establish~~product ~~our corporate headquarters in Florida~~offerings, ~~from which~~and weincrease ~~will~~processed ~~base our operations. In parallel to this, we~~volumes ~~will~~and ~~establish~~revenue ~~our~~from ~~first~~new ~~biomass operation~~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.

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

~~The focus~~Our ofbusiness involves the ~~Company~~collection, isstorage, ~~primarily~~processing ~~growing~~and ~~biomass~~transmission ~~energy~~of ~~crops~~confidential -information, ~~trees~~customer, ~~and~~employee, ~~bamboo~~service ~~and~~provider ~~converting~~and ~~the~~other ~~biomass~~personal ~~feedstock~~data, toas ~~biofuels~~well ~~and to~~as ~~produce electricity. We~~information ~~intend~~required to: access customer assets.

1.Further, any ~~Produce~~actual ~~seedlings~~or ~~for~~perceived ~~global~~breach ~~distribution~~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 ~~utilization~~technology infrastructure.

2Certain types of cyberattacks could harm us even if our systems are left undisturbed. ~~Joint~~For ~~venture~~example, ~~with~~attacks ~~land~~may ~~owners~~be designed to deceive employees and ~~investors~~service providers into releasing control of our systems to a hacker, ~~work~~while others may aim to introduce computer viruses or malware into our systems with ~~municipalities,~~a ~~U.S.~~view ~~and~~to ~~other~~stealing ~~government~~confidential ~~agencies~~or ~~and~~proprietary ~~Native~~data. ~~American~~Additionally, ~~Tribes~~certain ~~who~~threats are ~~interested~~designed into ~~taking~~remain ~~undervalued~~dormant or ~~non-food~~undetectable ~~crop~~until ~~land~~launched against a target and ~~growing~~we ~~energy~~may ~~crops~~not tobe ~~convert~~able to ~~electricity~~implement ~~and~~adequate ~~biofuels~~preventative measures.

3.Although we ~~Joint~~will ~~venture~~develop ~~with~~systems ~~both~~and ~~international~~processes designed to protect the data we manage, prevent data loss and ~~smaller~~other ~~technology~~security ~~companies~~breaches, ~~who~~effectively respond ~~are~~to ~~currently~~known ~~producing~~and ~~electricity~~potential risks, and ~~biofuels~~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.

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

5.Our products ~~Seek~~and ~~financing~~services ~~from~~may USbe ~~Aid~~exploited to facilitate illegal activity such as fraud, ~~OPIC~~money laundering, ~~humanitarian~~gambling, ~~funds~~tax evasion, and ~~similar~~scams. If ~~organizations~~any ~~for~~of ~~energy~~our ~~crop~~customers ~~growing~~use ~~projects~~our inproducts ~~third~~or ~~world~~services ~~countries~~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 ~~the~~compliance ~~conversion~~with law may require significant costs, and our failure to ~~electricity~~effectively deal with bad, fraudulent or fictitious transactions and ~~biofuels~~material internal or external fraud could negatively impact our business.

~~There~~Moreover, certain ~~can~~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 nodeemed ~~assurance~~illegal in the ~~above~~same ~~will~~jurisdiction. ~~ever~~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 ~~achieved~~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.

~~Our licensor~~Moreover, while ~~Clenergen,~~fiat ~~uses~~currencies ~~polyploidy~~can ~~technology~~be used to ~~grow~~facilitate ~~their~~illegal ~~strains~~activities, ofcrypto ~~trees and~~assets ~~bamboo~~are uprelatively tonew ~~a 40%~~and, ~~greater~~in ~~biomass~~many ~~yield~~jurisdictions, ~~than~~may ~~average~~be lightly regulated or largely unregulated. ~~This~~ ~~enables~~Many ~~the~~types ~~Company~~of tocrypto ~~produce~~assets ahave ~~greater~~characteristics ~~yield~~such ofas ~~green~~the speed with which digital asset ~~electricity~~transactions ~~and~~can ~~biofuels~~be ~~per~~conducted, ~~acre~~the ~~planted. In~~ability ~~certain~~to ~~cases~~conduct transactions without the involvement of regulated intermediaries, ~~according~~ the ability to engage ~~location~~in ~~and~~transactions ~~energy~~across ~~crop~~multiple jurisdictions, the ~~growing~~irreversible nature of ~~the~~certain ~~trees~~crypto ~~and~~asset ~~bamboo~~transactions, and encryption technology ~~conversion~~that toanonymizes ~~electricity~~these ~~and~~transactions, ~~biofuels~~which ~~will~~may ~~produce~~make ~~verifiable~~crypto ~~carbon credits~~assets susceptible to use in illegal activity.

~~Our~~U.S. ~~licensor,~~federal ~~Green~~and ~~Oil~~state ~~Plantations~~and ~~Ltd.~~foreign regulatory authorities and ~~their~~law ~~affiliates~~enforcement agencies, ~~have~~such ~~on-going~~as ~~energy crop~~the ~~growing~~Department ~~programs~~of ~~around~~Justice, the ~~world.~~SEC, ~~This~~the ~~enables~~Commodity Futures Trading Commission, the ~~Company~~Federal toTrade ~~offer turnkey~~Commission, ~~projects~~the ~~including~~IRS ~~site~~and ~~evaluation,~~various ~~project~~state ~~development,~~securities ~~planting~~and financial regulators investigate, ~~plantation~~issue ~~management~~subpoenas and civil investigative demands, ~~biomass~~and ~~production~~take legal action against persons and ~~conversion~~entities alleged to ~~electricity~~be orengaged in fraudulent ~~biofuels~~schemes or other illicit activity involving crypto assets.

The Company intends to offer profitable growing programs to joint venture partners, investors, municipalities and government agencies and in certain cases have the potential for additional income from the sale of carbon credits. There can be no assurance such results will ever be achieved.

According to the US Energy Information Administration, the market for electricity in the United States in 2009 was $353 Billion. We intend to offer our green electricity and biofuels to utilities; coal-fired electric generators, electric generating users; oil and oil related companies, government agencies; municipalities; and commercial and industrial customers around the world.

Distribution methods of the products or services

On a wholesale basis we will sell biomass feedstock, wood chips and wood pellets to electric generation companies. If we convert to biofuels we may sell direct to oil companies or we may sell to other wholesalers specializing in biofuel sales to oil companies; electric utilities and the transportation and home heating oil customer bases. If we produce carbon credits we intend to sell to companies who purchase carbon credits including utilities. There can be no assurance such results will ever be achieved.

Status of any publicly announced new product or service

As a development stage company, we do not have new products or services, beyond that which we anticipate offering as described previously.

Competitive business conditions and the smaller reporting company's competitive position in the industry and methods of competition

The energy crop growing industry is fragmented worldwide with Universities and energy crop production labs spending the last 15-20 years doing research and development on the best energy crop yields. Much of this research has been done outside the United States. Many of the energy crop growing companies are in the development or early stages of production. BIO’s distinguishing competitive characteristic which is expected to set it apart from the majority of its potential competitors is up to 40% greater yield from growing biomass energy crops utilizing polyploidy technology. The renewable energy industry is extremely competitive in general, with competitors ranging from the largest tree growing company, International Paper; utilities such as Exelon, Southern Cos., Duke and large oil companies such as BP and Exxon to smaller technology companies and early stage renewable energy companies.

~~Sources~~While ~~and~~we ~~availability~~believe ofthat ~~raw~~our ~~materials~~risk management and ~~the~~compliance ~~names~~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 ~~principal~~our customers ~~suppliers~~use our products and services to further such illegal activities, our business could be adversely affected.

~~One of our licensors, Clenergen, is capable of producing 200,000 non-energy food crops seedlings per week in India.~~ Our ~~other licensor, Green Oil intends to set up seedling operations within~~ ~~proximity~~future ofgrowth ~~each~~depends ~~biomass~~significantly ~~project. We~~on ~~intend to set up U.S. operations capable of producing~~ our ~~own~~marketing ~~seedlings.~~efforts, ~~There~~and ~~can~~if ~~be no assurance that we will be successful in setting up~~ our ~~own~~marketing ~~seedling operations. There~~efforts are ~~many companies with energy crops which have a much lower yield of biomass per acre. We would utilize other energy crops if we did~~ not ~~have the supply from Clenergen or Green Oil. We may utilize energy crops with yields that are constantly changing~~successful, ~~based on what is presently available from~~ our ~~suppliers. Therefore,~~business while we will seek to establish strong relationships with our supply chain, we are not dependent upon any single supplier. The principal suppliers are constantly changing, depending on specific circumstances; however we plan on dealing almost exclusively with Clenergen, Green Oil and ~~other major suppliers~~results of ~~energy~~operations ~~crops. There can be no assurance successful results~~ will ~~ever~~ be ~~achieved~~ harmed.

~~Dependence~~Concerns onabout ~~one~~the orelectrical agrid ~~few~~and ~~major~~environmental ~~customers~~impacts of blockchain technology could adversely impact usage and perceptions of cryptocurrency and other digital assets relying on cryptographic blockchains.

~~Our~~Blockchain ~~projects~~mining activities are ~~dependent~~inherently onenergy-intensive ~~contracts~~and electricity costs account for ~~the~~a ~~sale~~significant portion of ~~biomass~~the ~~feedstock~~overall tomining ~~end~~costs. ~~users~~The ~~for~~availability and cost of electricity ~~and~~will ~~biofuels~~restrict the geographic locations of mining activities. We doIn ~~not~~addition, ~~intend~~the significant consumption of electricity may have a negative environmental impact, including contribution to beclimate ~~dependent~~change, which may give rise to public opinion ~~upon~~against aallowing ~~small~~the ~~number~~use of ~~larger~~electricity ~~customers,~~for ~~but~~blockchain ~~rather~~mining onactivities aor ~~large~~government ~~spectrum~~measures restricting or prohibiting the use of electricity ~~major~~for such mining activities. Any such development in the jurisdictions where we sell our HyFi Tokens or operate the HyFi marketplace ~~purchasers~~could ofhave ~~electricity~~a material and ~~biofuels~~adverse effect on our business, financial condition and results of operations.

~~Patents,~~The ~~trademarks,~~COVID-19 ~~licenses,~~pandemic ~~franchises~~could have unpredictable, ~~concessions~~including adverse, ~~royalty~~effects ~~agreements~~on orour ~~labor contracts~~business, ~~including~~operating ~~duration~~results, and financial condition.

WeThe 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 anon ~~exclusive~~our ~~license~~operational ~~from~~and ~~Clenergen~~financial ~~Corporation~~performance inwill ~~perpetuity~~depend ~~for~~on future developments, including the ~~exclusive territory~~duration, spread and intensity of the pandemic ~~United~~(including ~~States~~any resurgences), ~~Central~~impact ~~America,~~of ~~Mexico~~the new COVID-19 variants and the continued rollout and acceptance of COVID-19 vaccines, and ~~Guam~~the level of social and ~~Cuba~~economic ~~for~~restrictions imposed in the United States and abroad in an effort to curb the spread of the virus, ~~use~~all of ~~Clenergen’s~~which ~~technologies~~are ~~including~~uncertain ~~their~~and ~~own~~difficult ~~developed~~to ~~strains~~predict considering the rapidly evolving landscape. The continued impact of ~~biomass~~COVID-19 and ~~energy~~the ~~crops~~imposition ~~which~~of ~~yield~~related uppublic health measures have resulted in, and is expected to ~~40%~~continue ~~greater~~to ~~biomass~~result ~~feedstock~~in, ~~over~~increased ~~most~~volatility ~~other~~and ~~biomass~~uncertainty ~~energy~~in ~~crops~~the crypto economy. As a result, it is not currently possible to ~~date~~ascertain the overall impact of COVID-19 on our business, results of operations, financial condition or liquidity.

~~We have~~As ana ~~exclusive~~remote-first ~~fully paid up license from Green Oil for 50 years for the exclusive territory of North America~~company, ~~Central~~we ~~America,~~are ~~South~~subject ~~America,~~to ~~Caribbean and~~heightened ~~U.S.~~operational ~~territories for the use of Green Oil’s technologies~~ and ~~turnkey proprietary~~cybersecurity ~~growing systems including their own developed strains of biomass energy crops~~risks.

~~Need~~We are a remote-first company, meaning we anticipate that for ~~any~~the ~~government~~foreseeable ~~approval~~future ofour ~~principal~~employees ~~products~~will work from their homes or ~~services~~other non-company dwellings. IfWe ~~government approval~~do isnot ~~necessary~~have a central physical office. This subjects us to heightened operational risks. For example, technologies in our employees’ and ~~the~~service ~~smaller~~providers’ ~~reporting~~homes ~~company~~and ~~has~~shared office spaces may not ~~yet~~be ~~received~~as robust and could cause the networks, information ~~that~~systems, ~~approval~~applications, ~~discuss~~and other tools available to employees and service providers to be more limited or less reliable. Further, the security ~~status~~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 ~~approval~~data ~~within~~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 ~~government~~need ~~approval~~to operate with a remote workforce and are addressing ~~process~~so to minimize the impact on our ability to operate.

We will require specific governmental approvals to grow energy crops from the U.S. Department of Agriculture. We do not anticipate any difficulties in obtaining permits and licenses. If we were to build our own conversion facilities, these would require permits and licensing from the U.S. Environmental Protection Agency as well as State and Local agencies. There can be no assurance that we would receive such permits or licenses.

Effect of existing or probable governmental regulations on the business

We anticipate government regulations from the U.S. Department of Agriculture when attempting to utilize land for growing energy crops. We intend to primarily use land that is not fit for growing food. Second, we intend to use energy crops that have been approved for growing in the United States or that can meet the requirements of the USDA. We are aware that not obtaining permits would impact our business model, but we will operate in the same regulatory environment as all other energy crop growing operations that are dealing with USDA regulations.

Estimate of the amount spent during each of the last two fiscal years on research and development activities, and if applicable, the extent to which the cost of such activities is borne directly by customers;

As a recently incorporated company, we have not undertaken any R&D activities, nor do we intend to have R&D activities. Our licensors provide all R&D activities.

Costs and effects of compliance with environmental laws (federal, state and local)

While we anticipate costs for compliance to environmental laws, which will typically be for licensing or permitting growing operations, these are part of the normal and customary costs for every growing operation. These costs generally vary by state, are not significant as relates to the total project cost, and are part of the business model costs for each growing operation.

Number of total employees and number of full-time employees

We presently have three employees and various consultants and advisors. Robert Kohn, our Chairman and Chief Executive Officer, Dale Shepherd, our President and Chief Operating Officer and Bonnie Nelson, Director of Business Strategy. We intend to hire additional employees for project development and to manage and staff our operations as we raise capital and complete specific milestones that would require these employees. In the meantime, we will rely on present management, being our officers, three employees and consultants and advisors to direct our business. Robert Kohn has extensive experience in biomass and the electric utility industry, while President of Entrade at Exelon. Dale Shepherd spent 18 years with General Electric. All of our current employees will accrue, but not be paid, their salary until such time as we have been successful in raising $2,500,000 through this Offering.

~~Reports~~We currently support, and expect to ~~Security~~continue ~~Holders~~to support, certain smart contract-based assets. If the underlying smart contracts for these assets do not operate as expected, they could lose value and our business could be adversely affected.

We ~~will~~ ~~voluntarily~~currently ~~make~~support, ~~available~~and expect to ~~security~~continue ~~holders~~to ansupport, ~~annual~~various ~~report,~~assets ~~including audited~~that ~~financials,~~represent units of value on ~~Form~~smart ~~10-K~~contracts deployed on a third party blockchain. We Smart contracts are ~~not~~programs ~~currently~~that astore ~~fully~~and transfer value and execute automatically when certain conditions are met. ~~reporting~~Since ~~company,~~smart ~~but~~contracts ~~upon~~typically ~~effectiveness~~cannot ofbe ~~this~~stopped ~~registration~~or ~~statement~~reversed, wevulnerabilities in their programming and design can have damaging effects. ~~will~~For beinstance, ~~required~~in April 2018, a batch overflow bug was found in many Ethereum-based ERC20-compatible smart contract tokens that allows hackers to ~~file~~create ~~reports~~a ~~with~~large ~~the~~number ~~SEC~~of ~~pursuant~~smart contract tokens, causing multiple crypto asset platforms worldwide to shut down ERC20-compatible token trading. Similarly, in March 2020, a design flaw in the ~~Securities~~MakerDAO smart contract caused forced liquidations of crypto assets at ~~Exchange~~significantly ~~Act~~discounted prices, resulting in millions of ~~1934;~~dollars of losses to users who had deposited crypto assets into the smart contract. If any such asvulnerabilities ~~quarterly~~or ~~reports~~flaws oncome ~~Form~~to 10fruition, smart contract-Qbased crypto assets, including those held by our customers on our platforms, may suffer negative publicity, be exposed to security vulnerabilities, decline significantly in value, and ~~current~~lose liquidity ~~reports~~over ona ~~Form~~short ~~8-K~~period of time.

~~The~~In ~~public~~some ~~may~~cases, ~~read~~smart ~~and~~contracts ~~copy~~can ~~any~~be ~~materials~~controlled ~~filed~~by one or more “admin keys” or users with ~~the~~special ~~SEC~~privileges, ator “super users”. These users have the ~~SEC's~~ability ~~Public Reference~~to ~~Room~~unilaterally atmake ~~100~~changes Fto ~~Street~~the NEsmart contract, ~~Washington~~enable or disable features on the smart contract, DCchange how the smart contract receives external inputs and data, ~~20549~~and make other changes to the smart contract. ~~The~~ ~~public~~For smart contracts that hold a pool of reserves, these users may ~~obtain~~also ~~information~~be ~~about~~able to extract funds from the ~~operation~~pool, ofliquidate assets held in the ~~Public~~pool, ~~Reference~~or ~~Room~~take other actions that decrease the value of the assets held by ~~calling~~ the ~~SEC~~smart atcontract ~~1-800-SEC-0330~~in reserves. ~~The~~ ~~SEC~~Even ~~maintains~~for ancrypto ~~Internet~~assets ~~site~~that have adopted a decentralized governance mechanism, such as smart contracts that ~~contains~~are ~~reports~~governed by the holders of a governance token, ~~proxy~~such governance tokens can be concentrated in the hands of a small group of core community members, who would be able to make similar changes unilaterally to the smart contract. If any such super user or group of core members unilaterally make adverse changes to a smart contract, the design, functionality, features and ~~information~~value ~~statements~~of the smart contract, its related assets may be harmed. In addition, assets held by the smart contract in reserves may be stolen, misused, burnt, locked up or otherwise become unusable and ~~other~~irrecoverable. ~~information~~These super users can also become ~~regarding~~targets ~~issuers~~of hackers and malicious attackers. If an attacker is able to access or obtain the super user privileges of a smart contract, or if a smart contract’s super-users or core community members take actions that ~~file~~adversely ~~electronically~~affects ~~with~~the smart contract, our customers who hold and transact in the ~~SEC~~affected atassets may experience decreased functionality and value of the applicable assets, up to and including ~~http://www~~a total loss of the value of such assets.~~sec~~ Although we do not control these smart contracts, any such events could cause customers to seek damages against us for their losses, result in reputational damage to us, or in other ways adversely impact our business.~~gov.~~

~~Description~~Concerns about the environmental impacts of ~~Property~~blockchain technology could adversely impact usage and perceptions of cryptocurrency and other digital assets and marketplaces relying on blockchain, including HyFi Tokens and the HyFi Marketplace.

The ~~Company~~energy ~~does~~usage ~~not~~and ~~presently~~environmental ~~have~~impact ~~any~~of ~~properties~~blockchain technology, particularly in relation to proof of work mining, has attracted considerable recent attention. We ~~utilize~~Government ~~offices~~scrutiny related to restrictions on cryptocurrency mining facilities and their energy consumption may increase, ~~owned~~resulting byin ~~our~~additional ~~officers~~regulation that could adversely impact usage of digital assets and ~~directors~~harm ~~without~~our ~~any~~business. ~~payment~~The ~~for~~considerable ~~the~~consumption of ~~use~~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 ~~those~~cryptocurrencies and digital assets generally and adversely affect our business, ~~offices~~prospects, financial condition, and operating results.

We expect to obtain permanent corporate headquarters upon raising funds through this Offering.

Legal Proceedings

We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us, or our subsidiaries, or has a material interest adverse to us or our subsidiaries.

Market Price Of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

Our common stock is presently not listed on any national securities exchange or the Nasdaq Stock Market. Following the effective date of the registration statement on Form S-1 in which this Prospectus is included becoming effective, we anticipate that a market maker will apply on our behalf for the trading of our common stock on the over-the-counter (OTC) Bulletin Board. We have not yet engaged a market maker to assist us to apply for quotation on the OTC Bulletin Board and we are not able to determine the length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from the FINRA regarding our Form 211 application. There is currently no market for our shares of common stock. There can be no assurance that a market for our common stock will be established or that, if established, such market will be sustained. Therefore, purchasers of our shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

There are no outstanding options to purchase, or securities convertible into, common equity. We currently have outstanding a one-year warrant to purchase 1,000,000 shares of our common stock.

Immediately after this Offering, if fully subscribed, we will have 100,250,000 shares of common stock outstanding. Of these shares, the 10,000,000 shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares of common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act.

Additionally, the 16,250,000 shares identified for resale by Selling Stockholders will also be freely tradable without restriction or further registration under the Securities Act, except for any shares of common stock held by one of our affiliates within the meaning of Rule 144 under the Securities Act; in addition, such shares held by our affiliates are subject to a two-year lockup agreement. Further, in the event the warrant is exercised, there will be an additional 1,000,000 free trading shares of our common stock.

Notwithstanding, certain selling stockholders have each entered into a lockup agreement with the Company effectively restricting them from transferring some or all of their common stock for a period of time without the prior written consent of the Company, which consent may be unreasonably withheld. The selling stockholders named in this prospectus are subject to a one-year lockup for some of their shares and our officers and directors are subject to a two-year lockup on all of their shares. Subsequent to the lockup period, .the stockholder may sell its common stock every calendar quarter in an amount equal to no more than one percent (1%) of the Company’s issued and outstanding shares of common stock; provided, however, that the stockholder shall not be permitted to make any transfer, or portion thereof, that would exceed twenty percent (20%) of the average weekly reported volume of trading of the Company’s common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the calendar week preceding the Transfer. Moreover, as per the lockup agreement, prior to any transfer, the stockholder must first offer its shares of common stock to be sold to the Company and allow the Company to purchase such shares at a price that is ninety percent (90%) of the average closing price for the Company’s Common Stock, as reported or quoted on its principal exchange or trading market, for the consecutive five (5) trading days prior to the transfer notice given to the Company.

All of the remaining 74,000,000 shares of common stock are restricted securities as such term is defined under Rule 144 promulgated by the SEC, in that they were issued in private transactions not involving a public offering.

~~Rule~~Risks ~~144~~Related to Our Financial Condition

The ~~SEC~~ Company has ~~adopted~~a ~~amendments~~history toof ~~Rule~~operating ~~144~~losses ~~which~~and ~~became~~its ~~effective~~management onhas ~~February~~concluded ~~15,~~that ~~2008, and~~factors ~~will~~raise ~~apply~~substantial todoubt ~~securities~~about ~~acquired~~its ~~both~~ability ~~before and after that~~to ~~date. Under~~continue ~~these~~as ~~amendments,~~ a ~~person~~going ~~who~~concern ~~has~~and ~~beneficially~~the ~~owned restricted~~auditor ~~shares~~ of ~~our~~the ~~common~~Company ~~stock~~has ~~for~~included atexplanatory ~~least~~paragraphs ~~six~~relating ~~months would be entitled~~ to ~~sell~~its ~~their~~ability ~~securities provided that (i) such person is not deemed~~ to ~~have been~~continue ~~one of our affiliates at the time of, or at any time during the three~~as ~~months preceding,~~ a ~~sale~~going ~~and~~concern ~~(ii)~~in weits ~~are~~audit ~~subject~~report tofor the ~~Exchange~~years ~~Act~~ended ~~periodic reporting~~November ~~requirements~~30, ~~for~~2021 atand ~~least three months before the sale~~2020.

~~Sales~~The ~~under~~Company ~~Rule~~has ~~144~~a byhistory ~~Affiliates~~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. The report of our independent registered public accounting firm expresses substantial doubt about the Company’s ability to continue as a going concern. Our auditors, BF Borgers CPA PC, have indicated in their report on the Company’s financial statements for the fiscal year ended November 30, 2022, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations and substantial decline in our working capital. A “going concern” opinion could impair our ability to finance our operations through the sale of equity, incurring debt, or other financing alternatives. Our ability to continue as a going concern will depend upon the availability and terms of future funding, continued growth, improved operating margins and our ability to profitably meet service commitments. If we are unable to achieve these goals, our business would be jeopardized, and the Company may not be able to continue. If we ceased operations, it is likely that all of our investors would lose their investment.

~~Persons~~We ~~who~~ have ~~beneficially~~a ~~owned~~limited ~~restricted~~financial ~~shares~~history, ofand ~~our~~there ~~common~~is ~~stock~~no ~~for~~assurance atthat ~~least six~~we ~~months~~will ~~but~~maintain ~~who~~profitability ~~are our affiliates at the time of,~~ or atthat ~~any~~our ~~time~~revenue ~~during~~and ~~the three~~business ~~months preceding, a sale, would be subject to additional restrictions, by~~models ~~which~~will ~~such person would~~ be ~~entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:~~successful.

-There is 1%no ofassurance that we will not incur net losses in the ~~number~~future. ofWe ~~shares~~may ofnot ~~common~~be ~~stock~~able ~~then~~to ~~outstanding~~generate sufficient revenue to maintain profitability in the short or long-term. Our revenue growth may slow, ~~which~~or ~~will~~our ~~equal~~revenue ~~approximately~~may 1decline for a number of other reasons,~~000~~ including reduced demand for our offerings,~~000~~ ~~shares~~increased competition, a decrease in the growth or size of ~~common~~the ~~stock~~digital ~~immediately~~asset ~~after~~economy, ~~this~~or ~~Offering;~~any ~~and~~failure to capitalize on growth opportunities.

-We are Ifcontinually refining our revenue and business models and have recently shifted our focus to the ~~common~~development ~~stock~~and commercialization of NFT marketplace. There is ~~listed~~no onassurance athat ~~national~~these ~~securities~~efforts ~~exchange~~will be successful or onthat ~~The~~we ~~NASDAQ~~will ~~Stock~~generate ~~Market,~~revenues ~~the~~commensurate ~~average~~with ~~weekly~~our efforts ~~trading~~and ~~volume~~expectations ofor ~~the~~become ~~common~~or ~~stock~~stay ~~during~~profitable. ~~the~~We ~~four~~may ~~calendar~~be ~~weeks~~forced ~~preceding~~to ~~the~~make ~~filing~~significant ofchanges ato ~~notice~~our onrevenue ~~Form~~and ~~144~~business models to compete with ~~respect~~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 ~~the~~hire, ~~sale~~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.

~~Sales~~The ~~under~~Company ~~Rule~~has ~~144~~a bynumber ~~our affiliates are also limited by manner~~ of ~~sale~~convertible ~~provisions and~~notes ~~notice~~issued ~~requirements~~at ~~and~~this totime ~~the~~that ~~availability~~are ofcurrently ~~current~~in ~~public information about us~~default.

~~Sales~~At this time $694,198 worth of the Company’s convertible promissory notes are currently past due and in default. These notes being in default, and our inability to pay these obligations will result in a loss of investor confidence, and more generally impact our business, operating results, and financial condition. We do not plan to use any of the proceeds of this offering to repay these loans and the loan holders have not exercised their default rights under ~~Rule~~these ~~144~~convertible bypromissory ~~Non-Affiliates~~notes, which are to demand repayment at their option.

~~Under~~We ~~Rule~~may ~~144,~~experience afluctuations person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted ordinary shares proposed to be sold for at least six (6) months, including the holding period of any prior owner other than an affiliate, is entitled to sell their ordinary shares without complying with the manner of sale and volume limitation or notice provisions of Rule 144. We must be current in our ~~public~~quarterly ~~reporting~~operating ~~if the non-affiliate is seeking to sell under Rule 144 after holding his ordinary shares between 6 months and one year~~results. ~~After one year, non-affiliates do not have to comply with any other Rule 144 requirements.~~

~~Restrictions~~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 ~~the~~period-to-period ~~Use~~comparisons of ~~Rule~~our ~~144~~operating byresults ~~Shell~~as ~~Companies~~an orindication ~~Former~~of ~~Shell~~our ~~Companies~~future performance. Factors that may cause fluctuations in our quarterly operating results include, but are not limited to, the following:

~~Historically, the~~● ~~SEC~~a ~~staff~~change ~~has~~in ~~taken~~ the ~~position~~payment ~~that~~volume ~~Rule~~and ~~144~~market iscap ~~not available for the resale~~ of ~~securities~~HyFi ~~initially~~Tokens; ~~issued~~● bythe ~~companies~~level ~~that~~of ~~are,~~our orexpenses; ~~previously~~● ~~were, blank~~the ~~check~~degree ~~companies,~~ to ~~their~~which ~~promoters~~we orencounter ~~affiliates~~competition ~~despite~~in ~~technical compliance~~our ~~with~~markets; ~~the~~● ~~requirements~~general ofeconomic ~~Rule~~conditions; ~~144. The~~● ~~SEC has codified and expanded this position in~~ the ~~amendments~~amount ~~discussed above by prohibiting the use~~ of ~~Rule~~capital ~~144~~available for ~~resale~~investing ofin ~~securities~~the ~~issued~~market; by● ~~any~~legal ~~shell companies (other than business combination related shell companies)~~ or ~~any~~regulatory ~~issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:~~developments;

- The issuer of the securities that was formerly a shell company has ceased to be a shell company; - The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; - The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

- At least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

~~Holders~~● legislative or policy changes; ● 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.

~~As of~~Our ~~February~~operating 2,results ~~2011~~may ~~there~~fall ~~were 26~~below ~~holders~~the expectations of ~~our~~market ~~common~~analysts ~~stock. There~~and ~~are a~~investors ~~total~~in ofsome 90future periods,~~250,000~~ ~~shares~~which ~~issued~~could ~~and~~cause ~~outstanding~~the market price of our common stock to decline substantially.

~~The~~Changes ~~following~~in ~~tables~~U.S. ~~illustrates the effect of the sale~~ and ~~issuance~~foreign oftax 10laws,~~000,000 shares~~ ofas ~~our~~well ~~common~~as ~~stock~~the onapplication ~~any present shareholder who presently beneficially owns more than 5%~~ of ~~our~~such ~~common stock~~laws, orcould isadversely aimpact ~~director~~our orfinancial ~~officer~~position ofand ~~the Company~~operating results.

Holder	Common Stock Held before Offering(3)			% Held before Offering			% Held after Offering (1), (2)
Robert Kohn, CEO, Director		18,475,000			20.7	%		18.6	%
Dale Shepherd, President COO		1,000,000			1.1	%		1.0	%
Bonnie Nelson, Director		14,025,000	(4)		15.7	%		14.1	%
Total for Officers & Directors as a group		33,500,000			37.5	%		33.7%	%
Total for all 5% holders, Officers and Directors as a group					37.5	%		33.7	%

We are subject to complex income and non-income tax laws and regulations in the United States and a variety of foreign jurisdictions. Both the United States 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 complies 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.

~~(1)~~We are ~~Based~~also onsubject ~~the~~to ~~identified~~non-income ~~stockholders~~taxes, ~~not~~such ~~acquiring~~as ~~any~~payroll, ~~stock~~sales, ~~from~~use, ~~the~~value-added, 10net worth,~~000~~ property,~~000~~ ~~share~~and ~~offering,~~goods and ~~all~~services ~~10,000,000~~taxes ~~shares~~in the ~~being~~United ~~sold~~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.

~~(2) Based~~If onour ~~100,250,000~~estimates ~~shares~~or ofjudgment ~~common~~relating ~~stock~~to ~~issued~~our ~~and~~critical ~~outstanding~~accounting policies prove to be incorrect, our operating results could be adversely affected.

~~(3)~~The preparation ~~All~~of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts ~~shares~~reported ~~are~~in ~~subject~~the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to abe ~~two~~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-~~year~~company ~~lockup~~transactions, ~~agreement~~and ~~between~~the valuation of stock-based awards and the ~~stockholder~~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 ~~Company~~expectations of analysts and investors, resulting in a decline in the trading price of our common stock.

(4) Ms. Nelson owns her shares of common stock through Riskless Partners, LLC, an entity for which she is the sole managing member and as such has voting and dispositive control over the shares of common stock owned by that entity.

Dividends

The Company has never paid a cash dividend on its common stock and does not intend to pay cash dividends on its common stock in the foreseeable future.

Securities authorized for issuance under equity compensation plans

The Company does not have any securities authorized for issuance under equity compensation plans.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This registration statement contains forward-looking statements relating to future events or our future financial performance. 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. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this prospectus.

~~These~~The ~~cautionary~~nature ~~statements~~of ~~should~~our bebusiness ~~considered~~requires ~~with~~the ~~any~~application ~~written~~of orcomplex ~~oral forward-looking~~financial ~~statements~~accounting ~~that~~rules, weand ~~may~~there ~~issue~~is inlimited ~~the~~guidance ~~future. Except~~from asaccounting ~~required~~standard bysetting ~~applicable~~bodies. ~~law,~~If ~~including~~financial ~~the~~accounting ~~securities~~standards ~~laws~~undergo ofsignificant ~~the United States~~changes, we doour ~~not~~reported ~~intend~~operating ~~to update any of the forward-looking statements to conform these statements to actual~~ results, ~~later~~could ~~events~~be ~~or circumstances or to reflect~~adversely ~~the occurrence of unanticipated events~~affected.

~~In this~~The ~~registration~~accounting ~~statement,~~rules ~~unless~~and ~~otherwise~~regulations ~~specified,~~that ~~all~~we ~~dollar~~must ~~amounts~~comply with are complex and subject to interpretation by the Financial Accounting Standards ~~expressed~~Board in(the ~~United~~“FASB”), ~~States~~the ~~dollars~~SEC, and ~~all~~various ~~references~~bodies formed to ~~“common~~promulgate ~~shares”~~and ~~refer~~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 ~~common~~public. ~~shares~~Further, there has been limited precedents for the financial accounting of ~~our~~digital ~~capital~~assets ~~stock~~and related valuation and revenue recognition considerations.

~~The~~As ~~management’s~~such, ~~discussion~~there ~~and~~remains ~~analysis~~significant ofuncertainty ~~our~~on ~~financial~~how ~~condition~~companies can account for digital asset transactions, value, and ~~results~~related ofrevenue. ~~operations~~Uncertainties ~~are~~in ~~based~~or ~~upon~~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 ~~have~~could ~~been~~adversely affect ~~prepared~~our financial statements, result in ~~accordance~~ ~~with~~a ~~accounting~~loss ~~principles~~of ~~generally~~investor ~~accepted~~confidence, inand ~~the~~more ~~United~~generally ~~States~~impact ofour business, operating results, ~~America~~and ~~("GAAP")~~financial condition.

~~Liquidity~~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 ~~Capital~~financial ~~Resources~~condition and may have a corresponding material adverse impact on capital ratios.

~~BioPower~~Our ~~Corporation~~consolidated ~~was~~financial ~~formed~~statements inare ~~Florida~~prepared onin ~~September~~accordance 13with GAAP, ~~2010.~~which Asare ofperiodically ~~November~~revised 30or expanded. Accordingly, from ~~2010,~~time ~~our~~to ~~CEO~~time ~~and~~we aare ~~Director~~required ~~loaned~~to ~~Biopower~~adopt ~~Corporation~~new ~~$20,927~~or ~~and~~revised ~~our~~accounting ~~cash~~standards issued by recognized bodies. It is possible that future accounting ~~balance~~standards ~~was~~and ~~$20~~financial reporting standards or policies,~~124. From~~ ~~these~~including ~~total~~as ~~proceeds~~a result of choices made by us, which we ~~had~~are ~~made~~required ~~payments of~~to ~~$16~~adopt,~~500~~ could ~~towards~~change ~~costs~~the ofcurrent ~~preparation~~accounting treatment that applies to our consolidated financial statements and that such changes could have a material adverse effect on our reported results of ~~the~~operations ~~Prospectus~~and ~~including~~financial ~~audit~~condition, and may have a corresponding material adverse ~~fees~~effect on capital ratios.

OnWe ~~January~~require 5,additional ~~2011~~capital weto ~~formed~~support ~~BioPower~~business ~~Operations Corporation~~growth, ~~a Nevada corporation~~ and ~~the~~this ~~Officers~~capital ~~and~~might ~~Directors~~not ~~cancelled~~be ~~their~~available ~~shares~~or inmay ~~BioPower~~require ~~Corporation and~~shareholder ~~contributed~~approval ~~BioPower Corporation~~ to ~~BioPower Operations Corporation.~~ ~~Therefore, BioPower Corporation became a wholly-owned subsidiary of the Company as we redomiciled in Nevada~~obtain. ~~As the Company only recently commenced operations, there is limited historical basis for liquidity comparison and analysis.~~

~~As of~~We ~~January~~have ~~18,~~funded ~~2011,~~our weoperations ~~had~~since ~~raised~~inception aprimarily ~~total~~through ofequity ~~$8,390~~financings. ~~from~~We ~~the~~intend ~~sale~~to ofcontinue ~~83,900,000 shares~~to ofmake ~~our~~investments ~~common~~in ~~stock~~our atbusiness to ~~par~~respond ~~value~~to ~~$0.0001,~~business ~~comprised of 33~~challenges,~~500,000~~ ~~shares of~~including ~~common~~developing ~~stock~~new toproducts ~~officers~~ and ~~directors of the Company~~services, ~~and~~enhancing ~~the~~our ~~balance~~operating ~~of 50~~infrastructure,~~400,000~~ ~~common~~expanding our ~~shares~~international ofoperations, ~~stock~~and toacquiring 10complementary ~~related~~businesses ~~parties of officers~~ and ~~directors~~ ~~totaling 39~~technologies,~~850,000~~ ~~common~~all ~~shares~~ of ~~stock~~which ofmay ~~which~~require ~~they~~us ~~disclaim beneficial~~to ~~ownership~~secure additional funds.

~~Subsequent~~Additional tofinancing ~~our~~may ~~period~~not ~~end,~~be weavailable ~~accepted~~on ~~subscription~~terms ~~agreements~~favorable onto ~~February 2~~us, ~~2011~~if ~~for sales~~at ofall. 1If we incur additional debt,~~200,000~~ ~~shares~~the ofdebt ~~our~~holders ~~common~~would ~~stock~~have atrights asenior to ~~price~~holders of ~~$0.25~~our ~~per~~Common ~~share~~Stock ~~with no~~to ~~commissions~~make ~~paid,~~claims ~~for~~on ~~total~~our ~~proceeds of $300~~assets,~~000. As~~ ofand the ~~date~~terms of ~~this~~any ~~filing~~debt could restrict our operations, weincluding ~~have~~our ability ~~approximately~~to ~~$300,000~~pay ~~cash~~dividends on ~~hand~~our Common Stock shares.

~~While the~~The ~~amounts~~prices ~~raised are sufficient to commence and maintain the operations~~ of ~~the Company~~digital ~~while~~assets weare ~~undertake~~extremely ~~the completion of the Registration Statement~~volatile, weand ~~will be~~price ~~required~~fluctuations tomay ~~raise~~adversely ~~additional~~impact ~~capital by way of~~ the ~~sale~~value of ~~our~~digital ~~common~~assets ~~stock through~~that ~~this~~we ~~Offering~~hold.

~~If this~~Digital ~~Offering~~assets ishave ~~successful,~~historically ~~and~~experienced wehigh ~~are~~levels ~~able~~of volatility far in excess of that experienced in fiat currencies. A number of factors contribute to ~~raise~~changes in digital asset prices and volatility, including changes in the ~~entire~~supply $5and demand for a particular digital asset,~~000~~ market sentiment,~~000~~ macroeconomic factors, weutility ~~will have~~of ~~sufficient~~a ~~funds~~particular todigital ~~meet~~asset, ~~operational~~and ~~costs~~idiosyncratic ~~for~~events ~~the~~such ~~current~~as ~~fiscal~~exchange ~~year,~~outages ~~and~~or wecommentary ~~will~~on besocial ~~able~~media. We are exposed to ~~implement~~price ~~key~~volatility ~~aspects~~with ofrespect to the corporate digital assets we hold. Though our fundamental business ~~plan~~and growth strategy does not include acquiring digital assets for the purpose of value appreciation, ~~including~~we ~~setting~~have exposure to digital upassets ~~our~~at ~~permanent~~the corporate ~~headquarters~~level ~~and~~because, ~~project~~for ~~development~~certain ~~costs~~services ~~for~~we perform, our ~~energy~~ ~~growing~~customers ~~operations~~may pay us in digital assets. We ~~would~~To ~~have~~the aextent ~~total~~customers compensate us in the form of $1digital assets,~~700~~ and we continue to hold these digital assets,~~000~~ we may be subject to the high degree of price ~~remaining~~volatility ~~for~~associated ~~working~~with ~~capital,~~these digital assets. A decline in ~~addition~~price may require us to ~~the~~take ~~approximately~~an ~~$300~~impairment charge on our digital assets,~~000~~ and ~~cash~~a decline in the value of the digital assets we hold in higher concentrations may have a larger adverse impact on our operating results ~~hand~~in any given period. We ~~expect~~Volatility ~~these~~in ~~amounts~~the ~~will~~value beof ~~sufficient~~digital assets or other market factors may limit our ability to ~~initiate~~convert digital assets ~~and~~into ~~sustain~~fiat ~~our~~currency ~~operations~~at attractive prices or at all.

Upon having been successful in raising $2,500,000, the salary obligation to our CEO, President and Director of Business Strategy will come into effect, and any amounts accrued to date, and monthly amounts going forward, will be payable. The initial annual amounts are $200,000, $150,000 and $125,000 respectively.

Additional information on the utilization of funds under this Offering, including a discussion on the possible negative impact on us if we are unable to raise the entire $5,000,000, is available under the Use of Proceeds section commencing on Page 10.

The amount and timing of additional funds that might required cannot be definitively stated as at the date of this report and will be dependent on a variety of factors, including the success of our initial operations and the rate of future expansion that we might plan to undertake. If we were to determine that additional funds are required, we would be required to raise additional capital either by way of loans or equity, which, in the case of equity, would be potentially dilutive to existing stockholders. The Company cannot be certain that we will be able to raise any additional capital to fund our operations or expansion past the current fiscal year.

~~Results~~Risks ofRelated ~~Operations~~to Government Regulation

~~Our~~We ~~operations~~are ~~from~~subject ~~inception~~to ofan ~~September~~extensive ~~13,~~and ~~2010~~rapidly-evolving ~~through~~regulatory ~~to November 30~~landscape, ~~2010 have~~and ~~been~~any ~~focused~~adverse onchanges ~~establishing~~to, ~~the~~or ~~Company. As~~our offailure ~~that~~to ~~date~~comply with, weany ~~had~~laws ~~incurred~~and aregulations ~~net~~could ~~loss~~adversely ofaffect $1our brand,~~334~~ reputation, asbusiness, aoperating ~~result~~results, ~~general~~ and ~~administrative expenses~~financial ~~associated with the commencement of the Company~~condition.

IfOur business weis ~~are successful~~subject into ~~raising~~extensive ~~the~~laws, $5rules,~~000~~ regulations,~~000~~ ~~under~~policies, ~~this~~orders, ~~Offering~~determinations, wedirectives, ~~would~~treaties, ~~expect~~and tolegal beand regulatory ~~generating~~interpretations ~~revenue~~and ~~from~~guidance ~~sales~~in the markets in ~~our~~which ~~biomass~~we ~~operations~~operate, ~~during~~including ~~the~~those ~~fiscal~~typically ~~year~~applied to securities, ~~the~~ ~~timing~~commodities, the exchange, and ~~amount~~transfer of ~~such~~digital ~~revenues~~assets, ~~will~~cross-border beand adomestic ~~function~~money ofand digital asset transmission businesses, ~~but~~as ~~not~~well ~~limited~~as those governing todata privacy, ~~the~~data ~~time~~governance, ~~until~~data ~~our~~protection, ~~Registration~~cybersecurity, ~~Statement~~fraud ~~becomes~~detection, ~~effective~~payment services (including payment processing and settlement services), ~~the~~consumer ~~time~~protection, itantitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, ~~takes~~and ~~for~~counter-terrorist usfinancing. Many of these legal and regulatory regimes were adopted prior to ~~sell~~the advent of the 10internet,~~000~~ mobile technologies,~~000~~ ~~shares~~digital ~~under~~assets, ~~the~~and ~~Offering~~related technologies. As a result, ~~the~~they ~~time~~often itdo ~~takes~~not contemplate or address unique issues associated ~~for~~with ~~our~~digital ~~distribution~~assets, ~~center~~are subject to significant uncertainty, and ~~biomass~~vary ~~operations~~widely toacross beU.S. ~~fully~~federal, ~~operational~~state, asand local jurisdictions. These ~~well~~legal asand regulatory regimes, including the ~~volume~~laws, ofrules, ~~sales~~and weregulations ~~are~~thereunder, ~~able~~evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to ~~achieve~~another, ~~upon~~and may conflict with one another. Moreover, the ~~opening~~relative novelty and evolving nature of our business and the significant uncertainty surrounding the regulation of digital assets requires us to exercise ~~biomass~~our ~~operations~~judgement as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. We ~~can~~To ~~therefore~~the extent we have not ~~yet~~complied ~~determine~~with ~~when~~such laws, rules, and regulations, we ~~will~~ could be ~~generating~~subject ~~sufficient~~to significant ~~revenue~~fines, tolimitations ~~cover~~on our ~~overhead~~business, reputational harm, and ~~operational~~other ~~costs~~regulatory consequences, ~~or when~~as orwell ifas wecriminal ~~will~~penalties, each of which may be ~~generating~~significant ~~profits~~and ~~from~~could ~~such~~adversely ~~sales~~affect our business, operating results and financial condition.

~~Off-balance~~In ~~Sheet~~addition ~~Arrangements~~to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in the United States, as well as in other countries may adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies or the judiciary, which may adversely impact the development and use of digital assets as a whole, digital asset mining operations, and our legal and regulatory status in particular by changing how we operate our business, how our operations are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new licensing requirements or new costs of doing business, or imposing a total ban on certain activities or transactions with respect to digital assets, as has occurred in certain jurisdictions in the past.

WeDue to our business activities, if laws or regulations or their respective interpretation change, we may become subject to ongoing examinations, oversight, and reviews by U.S. federal and state regulators, which would have broad discretion to audit and examine our business if we nobecome ~~off-balance~~subject ~~sheet~~to ~~arrangements~~their oversight. Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on our reputation and brand and our business, operating results and financial condition.

~~Changes~~Current and future legislation and rulemaking regarding digital assets may result in extraordinary, non-recurring expenses and ~~disagreements~~could ~~with~~have ~~accountants~~a material adverse effect on ~~accounting~~our ~~and~~business, financial ~~disclosure~~ condition and results of operations.

~~There~~Current and ~~are~~future legislation and rulemaking by the CFTC and SEC or other regulators, including interpretations released by a regulatory authority, may impact the manner in which digital assets are treated. For example, digital assets derivatives are not ~~currently~~excluded from the definition of “commodity future” by the CFTC. Furthermore, according to the CFTC, digital assets fall within the definition of a commodity under the Commodities Exchange Act (the “CEA”) and ~~have~~as ~~not~~a ~~been~~result, ~~any~~we ~~disagreements~~may ~~between~~be usrequired to register and comply with additional regulations under the CEA, including additional periodic reporting and disclosure standards and requirements. We may also be required to register as a commodity pool operator and to register as a commodity pool with the CFTC through the National Futures Association. If we are required to register with the CFTC or another governmental or self-regulatory authority, the scope of our ~~accountants~~business and operations onmay ~~any~~be ~~matter~~constrained by the rules of ~~accounting~~such ~~principles,~~authority ~~practices~~and orwe ~~financial~~may ~~statement~~be forced to incur additional expenses in the form of licensing fees, professional ~~disclosure~~fees and other costs of compliance.

Directors, Executive Officers, Promoters and Control Persons

Name	Age	Position	Period Held
Robert Kohn	60	CEO, President, Secretary, CFO, Director	January 5th to present
Dale Shepherd	61	President and COO	February 1st to present
Bonnie Nelson	59	Director	January 5th to present

Robert D. Kohn, Director, Chairman, CEO, Secretary, CFO and Co-founder

Mr. Kohn has been a director and officer of BioPower Corporation of Florida since September 13, 2010, and has been integrally involved in the formation and development of this business. At present, this role requires 100% of his time. Mr. Kohn since November 2009 has been a consultant to Clenergen Corporation, a reporting issuer and was also the Non-executive Vice Chairman until January 25, 2011. From July 2009 until September 2010 Mr. Kohn was also Chief Financial Officer of Proteonomix, Inc., a public company involved in stem cell research. From 2006 to 2008, Mr. Kohn was the CEO and CFO of Global Realty Development Corp. and was hired to liquidate multiple Australian real estate development companies, which he accomplished. From 1999 – 2002 Mr. Kohn was the co-founder and CEO of Assetrade which today is GoIndustry with approximately 300 employees in 16 countries. From 1996 to 1999 Mr. Kohn was President of Entrade (“energy trading”), a subsidiary of Exelon Corporation, one of the largest electric utilities in the United States. Mr. Kohn has a B.B.A. in accounting from Temple University and is a C.P.A.

Dale Shepherd, Director, President and Chief Operating Officer, Treasurer

Mr. Shepherd became an officer as of February 1, 2011. Mr. Shepherd has served in numerous executive roles, as COO, CFO and Finance Director. Dale has a strong History in acquisition work having completed and led acquisitions from $50,000 to $100 million (additional work has been as a member of a team on transactions up to $2.3 billion.) Dale most recently served from 2007-2009 as interim CFO of Vertex Data Sciences Ltd (UK) and as a consultant during 2010 for the $800 million revenue Company specializing in BPO for utilities, local and national government, financial services and other industries. Previously, from 2005-2007 he was Director of Specialized Transportation, a $240MM revenue company. Other positions have included VP Finance & Logistics for SIRVA, a $2.2BB revenue company that includes the Allied, North American and Global brand names for relocation and logistics and VP Finance of North American Logistics $500 Million revenue. Mr. Shepherd has also spent six years with Kawasaki Steel Corporation, CFO of Rogers Corporation, an Amex company (now NYSE) and spent eighteen years in the General Electric Company primarily in the Plastics and the Gas Turbine business, building GE’s worldwide plastics interests as the VP of Business Development. Dale was also Chief Administrative Office and CFO of Assettrade.com, helping grow from start-up to world leader in its category, today GoIndustry. Dale has a BA cum laude from the University of Maryland and a BS in Accounting from West Chester University.

~~Bonnie~~The ~~Nelson~~SEC has issued guidance and made numerous statements regarding the application of securities laws to digital assets. For example, ~~Director~~on July 25, 2017, the SEC issued a Report of Investigation (the “Report”) which concluded that “DAO Tokens” offered and ~~Director~~sold by the Decentralized Autonomous Organization (“DAO”), a digital decentralized autonomous organization and investor-directed venture capital fund for digital assets, were issued for the purpose of ~~Business~~raising ~~Strategy~~funds. The Report concluded that these tokens were “investment contracts” within the meaning of Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act, Coand therefore securities subject to the federal securities laws. In December 2017, the SEC issued a cease-~~founder~~and-desist letter ordering a company to stop its initial coin offering of tokens on the grounds that it failed to file a registration statement or qualify for an exemption from registration. Similar to the tokens issued by the DAO, the SEC found that these tokens satisfied the definition of an “investment contract,” and were therefore subject to the federal securities laws. In February 2018, both the SEC and CFTC further reiterated their concerns regarding digital assets in written testimony to the Senate Banking, Housing and Urban Affairs Committee. On March 7, 2018, the SEC released a “Statement on Potentially Unlawful Online Platforms for Trading Digital Assets,” and reiterated that, if a platform “offers trading of digital assets that are securities” and “operates as ‘exchange,’ as defined by the federal securities laws,” the platform must register with the SEC as a national securities exchange or be exempt from registration. The SEC’s statement served as a notice to operators of any platforms, including secondary market trading platforms, which the SEC is actively monitoring for potentially fraudulent or manipulative behavior in the market for security tokens, as the SEC has cautioned recently in the context of ICOs. On November 16, 2018, the SEC released a “Statement on Digital Asset Securities Issuance and Trading,” and emphasized that market participants must adhere to the SEC’s well-established and well-functioning federal securities law framework when dealing with technological innovations, regardless of whether the securities are issued in certificated form or using new technologies, such as blockchain. This has all been followed by additional statements and guidance form the SEC including no-action letters relating to specific blockchain-based projects, and a Framework for “Investment Contract” Analysis of Digital Assets published by the Division of Corporation Finance on April 3, 2019. In an August 2021 interview, SEC Chairman Gensler signaled the SEC is contemplating a robust regulatory regime for digital assets and reiterated the SEC’s position that many digital assets are unregulated securities.

~~Ms.~~The ~~Nelson~~SEC has been aactive ~~director~~in ofasserting ~~BioPower~~its ~~Corporation~~jurisdiction ofover ~~Florida~~ICOs ~~since~~and ~~September~~digital assets and in bringing enforcement cases. The SEC has directed ~~13,~~enforcement ~~2010~~activity toward digital assets, and ~~has~~more ~~been~~specifically, ~~integrally~~ICOs. ~~involved~~In inSeptember 2017, the ~~formation~~SEC ~~and~~created ~~development~~a ofnew division known as the ~~this~~“Cyber ~~business. Ms.~~Unit” ~~Nelson~~to ~~currently~~address, ~~sits~~among onother ~~the~~things, ~~Board~~violations ofinvolving ~~Directors~~distributed ~~of Allied~~ledger ~~Artists~~technology and ~~was~~ICOs, aand ~~Board~~filed ~~Advisor~~a tocivil complaint ~~Clenergen~~in ~~Corporation~~the ~~in 2010. From~~Eastern ~~1990~~District toof ~~present,~~New ~~with~~York charging a ~~career~~businessman ~~spanning~~and ~~over~~two 20companies ~~years~~with defrauding investors in a pair of so-called ~~investment~~ICOs purportedly backed by investments in real estate and ~~merchant~~diamonds. ~~banking~~Subsequently, ~~Ms.~~the ~~Nelson~~SEC has ~~extensive~~filed ~~experience~~several ~~in consulting~~orders instituting cease-and-desist proceedings ~~corporate~~against ~~finance~~certain ~~for~~entities ~~public~~in ~~and~~connection ~~private~~with ~~companies. Ms. Nelson~~their ~~has~~unregistered ~~been~~offerings ~~responsible~~of tokens for ~~developing~~failing ~~and~~to ~~guiding~~register ~~many~~a ~~corporate~~hedge fund formed ~~turnarounds,~~for ~~joint~~the ~~ventures~~purpose ~~and~~of ~~strategic~~investing ~~alliances. .Bonnie~~in ~~Nelson~~digital assets as an investment company for failing to register as a broker-dealer, even though it did ~~was~~not meet the ~~prior~~definition ~~owner~~of an exchange (and ~~CEO~~(iv) offor ~~the~~failing ~~Wall~~either ~~Street~~to ~~brokerage~~register ~~firm,~~as ~~Vanderbilt~~a national securities exchange or to operate pursuant ~~Securities,~~to ~~Inc.~~ an exemption from ~~1983-1990. At~~registration ~~Vanderbilt,~~as ~~she~~an ~~was specifically~~exchange ~~responsible~~after ~~for~~creating ~~taking~~a ~~companies~~platform ~~public,~~that ~~OTC~~clearly ~~trading,~~fell ~~mergers~~within ~~and~~the definition of an exchange. The ~~acquisitions,~~SEC ~~and~~has taken the ~~development~~position ofthat ~~joint~~utility ~~ventures~~tokens, ~~and~~may ~~strategic~~be ~~alliances~~considered ~~for~~securities subject to existing securities laws and regulations within ~~her~~its ~~clients~~jurisdiction.

~~There~~Recently, a ~~are~~number of proposed ICOs have sought to rely on Regulation A and have filed with the SEC a Form 1-A covering a distribution of a digital notoken. ~~family~~Two ~~relationships~~such ~~among~~offerings ~~our~~were ~~officers~~qualified in July 2019. In addition, ~~directors~~some token offerings have been commenced as private securities offerings intended to be exempt from SEC registration. Further, orthe ~~persons~~SEC ~~nominated~~has yet to approve for listing and trading any exchange-traded products (such ~~positions~~as ETFs) holding digital assets. The SEC has taken various actions against persons or entities that have allegedly misused digital assets, engaged in fraudulent schemes (i.e., Ponzi scheme) and/or engaged in the sale of tokens that were deemed securities by the SEC.

None of our executive officers, directors, significant employees, promoters or control persons have been involved in any bankruptcy proceedings within the last five years, been convicted in or has pending any criminal proceeding, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities laws.

Executive Compensation

From the date of our inception through to November 30, 2010, our period end, our executive officers and directors have not received and have not accrued any compensation of any form.

With the exception of Mr. Kohn, Mr. Shepherd and Ms. Nelson, as noted below, the Company has made no arrangements for the remuneration or compensation of its officers or directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf and medical reimbursement.

We do not currently have a compensation committee. In the future, the Company's executive compensation will be approved by the Board of Directors in the case of the Company's Principal Executive Officer. For all other executive compensation contracts, the Principal Executive Officer is expected to negotiate and approve contracts and compensation.

On January 5, 2011, each of Mr. Kohn, Mr. Shepherd and Ms. Nelson entered into employment agreements with the Company. Each contract stipulates that unpaid salary amounts shall accrue if unpaid; such salary amounts have been verbally agreed to be unpaid, but accrue, until such time as the Company is successful in raising $2,500,000 through this Offering. The general terms of the contracts are as follows:

- Commencement: January5, 2011, February 1, 2011, January 5, 2011

- Term: 5 years, 2 years and 5 years

- Base Salary: $200,000 Mr. Kohn, $150,000 Mr. Shepherd, $125,000 Ms. Nelson

- Incentive Compensation: Each shall be entitled to receive such bonus payments or incentive compensation as may be determined at any time or from time to time by the Board of Directors of the Company (or any authorized committee thereof) in its discretion. Such potential bonus payments and/or incentive compensation shall be considered at least annually by the Board or committee. No bonus payments or incentive compensation has been determined to date.

-Although our ~~Stock~~activities ~~Options~~are not focused on raising capital or assisting others that do so, the federal securities laws are very broad. ~~Each~~We ~~shall~~cannot provide beassurance ~~entitled~~as to ~~participate~~whether the SEC will continue or increase its enforcement with respect to digital assets or ICOs, including taking enforcement action against any person engaged in ~~all~~the ~~stock~~sale ~~option~~of ~~plans~~unregistered securities in violation of the ~~Company~~Securities Act or any person acting as an unregistered investment company in ~~effect~~violation ~~during~~of the ~~Term~~1940 Act. Because the SEC has held that certain digital assets are securities based on the current rules and law, we may be required to register and comply with the rules and regulations under federal securities laws. On March 9, 2022, President Biden signed an executive order on cryptocurrencies. While the executive order did not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of ~~employment~~the creation of a U.S. ~~There~~Central ~~are~~Bank ~~presently~~digital nocurrency. We cannot be certain as to how future regulatory developments will impact the treatment of digital assets under the law, including, but not limited to, whether digital assets will be classified as a security, commodity, currency and/or new or other existing classification. Such additional regulations may result in extraordinary, non-recurring expenses, thereby materially and adversely affecting an investment in us. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock. ~~option~~If ~~plans~~we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain or all of our operations. Any such action could have a material adverse effect on our business, financial condition and results of operations.

-The crypto ~~Incentive,~~economy ~~Savings~~is ~~and~~novel ~~Retirement Plans. During the Term of Employment, each shall be entitled to participate in all incentive, savings~~ and ~~retirement~~has ~~plans,~~little ~~practices, policies and programs applicable~~ to ~~other~~no ~~key~~access ~~executives of the Company and its subsidiaries, in each case comparable~~ to ~~those~~policymakers ~~currently in effect~~ or aslobbying ~~subsequently amended. Such plans~~organizations, ~~practices,~~which ~~policies~~may ~~and~~harm ~~programs,~~our inability ~~the~~to ~~aggregate,~~effectively react ~~shall~~to ~~provide~~proposed ~~the~~legislation ~~Executive with compensation, benefits~~ and ~~reward~~regulation ~~opportunities at least as favorable as the most favorable~~ of ~~such~~crypto ~~compensation,~~assets ~~benefits~~or ~~and~~crypto ~~reward~~asset ~~opportunities~~platforms ~~provided~~adverse ~~at any time hereafter with respect~~ to ~~other~~our ~~key executives~~business. ~~No such programs presently are in place.~~

-As crypto ~~Welfare~~assets ~~Benefit~~have ~~Plans:~~grown ~~During~~in ~~the~~both ~~Term~~popularity and market size, ~~each~~various ~~person~~U.S. federal, state, and~~/or~~ ~~his~~local ~~family~~and foreign governmental organizations, consumer asagencies and public advocacy groups have been examining the ~~case~~operations ~~may~~of becrypto networks, ~~shall~~users beand ~~eligible~~platforms, ~~for~~with ~~participation~~a infocus on ~~and~~how ~~shall~~crypto ~~receive~~assets ~~all~~can ~~benefits~~be ~~under~~used ~~welfare~~to ~~benefit~~launder ~~plans~~the proceeds of illegal activities, ~~practices~~fund criminal or terrorist enterprises, ~~policies~~and the safety and ~~programs~~soundness ~~provided~~of byplatforms and other service providers that hold crypto assets for users. Many of these entities have called for heightened regulatory oversight, and have issued consumer advisories describing the ~~Company~~risks posed by crypto assets to users and ~~its~~investors. ~~subsidiaries~~For ~~(including~~instance, in ~~without~~July ~~limitation~~2019, ~~medical,~~U.S. ~~prescription~~Treasury Secretary Steven Mnuchin stated that he had “very serious concerns” about crypto assets, ~~dental~~and indicated that FinCEN is planning to release new requirements relating to crypto asset activities in 2020. Outside the United States, several ~~disability~~jurisdictions have banned so-called initial coin offerings, ~~salary~~such ~~continuance~~as China and South Korea, ~~employee~~while ~~life~~Canada, ~~group~~Singapore, ~~life~~Hong Kong, have ~~accidental~~opined ~~death~~that ~~and~~token ~~travel~~offerings ~~accident~~may ~~insurance~~constitute ~~plans~~securities ~~and~~offerings ~~programs),~~subject atto ~~least~~local assecurities ~~favorable~~regulations. asIn July 2019, the ~~most~~United Kingdom’s ~~favorable~~Financial ofConduct ~~such~~Authority ~~plans,~~proposed ~~practices,~~rules ~~policies~~to address harm to retail customers arising from the sale of derivatives and exchange-traded ~~programs~~notes inthat ~~effect~~reference atcertain ~~any~~types ~~time~~of ~~hereafter~~cryptocurrencies, ~~with~~contending ~~respect~~that they are “ill-suited” to ~~other~~retail ~~key~~investors due ~~executives.~~to Noextreme ~~such~~volatility, ~~plans~~valuation ~~are~~challenges ~~presently~~and inassociation ~~place~~with financial crimes.

-The crypto ~~Vacation.~~economy ~~Each~~is ~~shall~~novel beand ~~entitled~~has little to ~~paid~~no ~~vacation~~access to policymakers and lobbying organizations in ~~accordance~~many ~~with~~jurisdictions. ~~the~~Competitors ~~most~~from other, ~~favorable~~more ~~plans~~established industries, ~~policies~~including traditional financial services, ~~programs~~may have greater access to lobbyists or governmental officials, and ~~practices~~regulators ofthat are concerned about the ~~Company~~potential ~~and~~for ~~its~~crypto ~~subsidiaries~~assets asfor inillicit ~~effect~~usage atmay ~~any~~effect ~~time~~statutory ~~hereafter~~and regulatory changes with ~~respect~~minimal toor ~~other~~discounted ~~key~~inputs ~~executives~~from of the ~~Company~~crypto ~~and~~economy. ~~its~~As ~~subsidiaries;~~a ~~provided~~result, ~~however,~~new ~~that~~laws and regulations may be proposed and adopted in nothe ~~event~~United States ~~shall~~and ~~Executive~~internationally, beor ~~entitled~~existing tolaws ~~fewer~~and ~~than~~regulations ~~three~~may ~~weeks~~be ~~paid~~interpreted ~~vacation~~in ~~per~~new ~~year~~ways, asthat ~~well~~harm asthe ~~pay~~crypto ~~for~~economy ~~holidays~~or ~~observed~~crypto byasset platforms, ~~the~~which ~~Company~~could adversely impact our business.

-Some of ~~Optional~~the ~~Termination.~~assets ~~Each~~in ~~party,~~which ~~after~~we 2intend ~~years,~~to ~~with~~facilitate 30trading ~~days~~are ~~notice,~~subject ~~may~~to ~~terminate~~regulatory authority by the ~~agreement,~~Commodity ~~upon~~Futures ~~which~~Trading ~~termination~~Commission (“CFTC”). heAny ~~shall~~fraudulent ~~receive~~or manipulative activity in a ~~payment~~crypto ~~valued~~asset atoccurring ~~his~~on ~~base~~our ~~salary~~platform ~~for~~could 1subject ~~year~~us to increased regulatory scrutiny, regulatory enforcement, and litigation.

-The CFTC ~~Termination~~has ~~without~~stated ~~Cause:~~and ~~Upon~~judicial ~~termination~~decisions ~~without~~involving ~~cause,~~CFTC ~~each~~enforcement ~~shall~~actions behave ~~entitled~~confirmed tothat aat ~~payout~~least some crypto assets, including Bitcoin, fall within the definition of ~~all~~a ~~remaining~~“commodity” ~~salary~~under ~~amounts~~the ~~for~~U.S. ~~duration~~Commodities Exchange Act of 1936, or CEA. As a result, the ~~contract~~CFTC ~~(one~~has ~~year~~general ~~minimum)~~enforcement authority to police against manipulation and fraud in at least some spot crypto asset markets. From time to time, manipulation, fraud, and ~~the~~other ~~receipt~~forms of ~~the~~improper ~~value~~trading ofby ~~any~~market ~~benefits~~participants ~~for~~have resulted in, and may in the ~~period~~future result ofin, ~~one~~CFTC ~~year~~investigations, ~~from~~inquiries, ~~termination~~enforcement action, and similar actions by other regulators, government agencies, and civil litigation. Such investigations, inquiries, enforcement actions, and litigation may cause us to incur substantial costs and could result in negative publicity.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

The following table sets forth all of the beneficial owners known to us to own more than five (5) percent of any class of our voting securities as of

Title of Class	Name and Address of Beneficial Owner*	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Common	Robert Kohn	18,475,000 Direct		20.70	%
Series A Preferred Stock	China Energy Partners, LLC(2)	1 Indirect		100	%
Common	Riskless Partners, LLC	14,025,000 Direct		15.71	%
Series A Preferred Stock	China Energy Partners, LLC(2)	1 Indirect		100	%
Common	Dale Shepherd	1,000,000 Direct		1.12	%

*The address of each shareholder is c/o BioPower Operations Corporation, 5379 Lyons Road, Suite 301, Coconut Creek, FL 33073.

(1) The percent of class is based on the total number of shares outstanding of 90,250,000 as of February 2, 2011 and excludes 39,850,000 shares owned by certain related parties.

(2) China Energy Partners, LLC is an entity owned 50% by Robert Kohn, our CEO and Chairman of the Board, and 50% owned by Ms. Bonnie Nelson, a Director of the Company. China Energy Partners, LLC owns one share of Series A Preferred Stock entitling China Energy Partners to vote 50.1% of the issued and outstanding shares of common stock of the Company on all matters presented to shareholders for approval.

~~Security~~Certain ~~Ownership~~transactions ofin ~~Management~~crypto assets may constitute “retail leveraged commodity transactions” subject to regulation by the CFTC as futures contracts. If crypto asset transactions we facilitate are deemed to be such retail commodity transactions, we would be subject to additional regulatory requirements, licenses and approvals, and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs.

~~The~~Any ~~following~~transaction ~~table~~in ~~sets~~a ~~forth~~commodity, ~~all~~including a crypto asset, entered into with or offered to retail investors using leverage, margin, or other financing arrangements (a “retail leveraged commodity transaction”) is subject to CFTC regulation as a futures contract unless such transaction results in actual delivery within 28 days. The meaning of “actual delivery” has been the ~~ownership~~subject of ~~all~~commentary and ~~directors~~litigation, and ~~nominees~~the CFTC has recently adopted interpretive guidance addressing the “actual delivery” of a crypto asset. To the extent that crypto asset transactions that we facilitate or facilitated are deemed retail leveraged commodity transactions, including ~~and~~pursuant ~~named~~to ~~executive~~current ~~officers~~or subsequent rulemaking or guidance by the CFTC, ~~individually~~we may be subject to additional regulatory requirements and asoversight, and we could be subject to judicial or administrative sanctions if we do not or did not at a ~~group,~~relevant astime ofpossess ~~February~~appropriate 2,registrations. ~~2011~~The CFTC has previously brought enforcement actions against entities engaged in retail leveraged commodity transactions without appropriate registrations.

Title of Class	Name and Address of Beneficial Owner*	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Common	Robert Kohn	18,475,000 Direct		20.70	%
Series A Preferred Stock	China Energy Partners, LLC(2)	1 Indirect		100	%
Common	Riskless Partners, LLC(3)	14,025,000 Direct		15.71	%
Series A Preferred Stock	China Energy Partners, LLC(2)	1 Indirect		100	%
Common	Dale Shepherd	1,000,000 Direct		1.12	%
Total				37.53	%

Particular crypto assets or transactions therein could be deemed “commodity interests” (e.g., futures, options, swaps) or security-based swaps subject to regulation by the CFTC or SEC, respectively. If a crypto asset that we facilitate trading in is deemed a commodity interest or a security-based swap, we would be subject to additional regulatory requirements, licenses and approvals, and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs.

*TheCommodity interests, ~~address~~as such term is defined by the CEA and CFTC rules and regulations, are subject to more extensive supervisory oversight by the CFTC, including licensing of ~~each~~entities ~~shareholder~~engaged isin, ~~c/o~~and platforms offering, commodity interest transactions. This CFTC authority extends ~~BioPower~~to ~~Operations~~crypto ~~Corporation~~asset futures contracts and swaps, ~~5379~~including ~~Lyons~~transactions ~~Road~~that are based on current and future prices of crypto assets and indices of crypto assets. To the extent that a crypto asset in which we facilitate or facilitated trading or transactions in a crypto asset which we facilitate or facilitated are deemed to fall within the definition of a commodity interest, ~~Suite~~whether ~~301~~as a swap or otherwise and including pursuant to subsequent rulemaking or guidance by the CFTC, ~~Coconut~~we ~~Creek~~may be subject to additional regulatory requirements and oversight and could be subject to judicial or administrative sanctions if we do not or did not at a relevant time possess appropriate registrations as an exchange (for example, FLas a designated contract market for trading futures or options on futures, or as a swaps execution ~~330~~facility for trading swaps) or as a registered intermediary (for example, as a futures commission merchant or introducing broker). Such actions could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, as well as reputational harm. The CFTC has previously brought enforcement actions against entities engaged in crypto asset activities for failure to obtain appropriate exchange, execution facility and intermediary registrations.

(1)	The percent of class is based on the total number of shares outstanding of 90,250,000 as of February 2, 2011 and excludes 39,850,000 shares owned by certain related parties.
(2)	China Energy Partners, LLC is an entity owned 50% by Robert Kohn, our CEO and Chairman of the Board, and 50% owned by Ms. Bonnie Nelson, a Director of the Company. China Energy Partners, LLC owns one share of Series A Preferred Stock entitling China Energy Partners to vote 50.1% of the issued and outstanding shares of common stock of the Company on all matters presented to shareholders for approval.
(3)	The sole managing member of Riskless Partners, LLC is Ms. Bonnie Nelson, a director and vice president of business development. Ms. Nelson has sole voting and dispositive control of the shares of common stock owned by Riskless Partners, LLC.

Furthermore, the CFTC and the SEC have jointly adopted regulations defining “security-based swaps,” which include swaps based on single securities and narrow-based indices of securities. If a crypto asset is deemed to be a security, certain transactions referencing that crypto asset could constitute a security-based swap. A crypto asset or transaction therein that is based on or references a security or index of securities, whether or not such securities are themselves crypto assets, could also constitute a security-based swap. To the extent that a crypto asset in which we facilitate or have facilitated trading or transactions in a crypto asset which we facilitate or have facilitated are deemed to fall within the definition of a security-based swap, including pursuant to subsequent rulemaking or guidance by the CFTC or SEC, we may be subject to additional regulatory requirements and oversight by the SEC and could be subject to judicial or administrative sanctions if we do not or did not a relevant time possess appropriate registrations as an exchange (for example, as a security-based swaps execution facility) or as a registered intermediary (for example, as a security-based swap dealer or broker-dealer). This could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, as well as reputational harm.

Changes in Control

None

Transactions with Related Persons, Promoters and Certain Control Persons

Transactions with Related Persons

On January 18, 2011, the Company sold 18,475,000 shares of its common stock at par value of $0.0001 for $1,847.50 in cash to Robert Kohn, our co-founder, Chairman, CEO and a director of the Company and 16,600,000 shares of its common stock to certain related parties for $1,660.00 of which Mr. Kohn disclaims beneficial ownership.

On January 18, 2011, the Company sold 14,025,000 shares at par value of $0.0001 per share to Riskless Partners LLC, and entity controlled by Bonnie Nelson, a co-founder and director, for total proceeds of $1,402.50 in cash and 23,250,000 shares of its common stock to certain related parties for $2,325.00 of which Ms. Nelson disclaims beneficial ownership.

On January 31, 2011 the Company sold one share of its Series A Preferred Stock, par value $1.00 for total proceeds of $1 to China Energy Partners LLC, a limited partnership owned equally by Robert Kohn and Bonnie Nelson.

The Company utilizes at no charge space owned by Mr. Robert Kohn, our CEO and Chairman of the Board.

Aside from the transactions identified herein, there are no other 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.

Promoters and Certain Control Persons

There are no promoters being used in relation to this Offering, except two of our officers and directors, Robert Kohn and Bonnie Nelson, who will be selling the securities offered by us and who may be deemed to be promoters under Rule 405 of Regulation C promulgated by the Securities and Exchange Commission under the Securities Act of 1933. No person who may, in the future, be considered a promoter of this Offering, will receive, or, expect to receive assets, services or other considerations from us. No assets will be, nor are expected to be, acquired from any promoter on our behalf. We have not entered into any agreements that require disclosure to our stockholders.

~~Mr. Kohn,~~We aobtain ~~director~~ and ~~officer~~process ~~of the Company holds~~ a ~~total~~large amount of ~~18,475,000~~sensitive ~~common~~customer ~~shares and Ms~~data. ~~Nelson~~Any areal ~~Director~~or ~~holds~~perceived ~~14,025,000~~improper ~~common~~use ~~shares~~ of, ~~the~~disclosure ~~Company~~of, ~~and together~~or asaccess ~~partners~~to ~~in China Energy Partners LLC hold Series A Preferred stock~~such ~~which~~data ~~entitles~~could ~~them~~harm toour ~~vote~~reputation, ~~50.1%~~as ofwell ~~the~~as ~~issued~~have ~~and~~an ~~outstanding~~adverse ~~shares~~effect ofon ~~common stock~~our ~~of the Company~~business.

~~Parents~~We may obtain and process large amounts of sensitive data, including personal data related to our customers and their transactions, such as their names, addresses, social security numbers, visa information, copies of government-issued identification, trading data, tax identification, and bank account information. We face risks, including to our reputation, in the handling and protection of this data, and these risks will increase as our business continues to expand. Federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions require us to safeguard our customers’, employees’, and service providers’ personal data.

~~None~~We have administrative, technical, and physical security measures and controls in place and maintain a robust information security program. However, our security measures may be inadequate or breached as a result of third-party action, employee or service provider error, malfeasance, malware, phishing, hacking attacks, system error, trickery, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or otherwise, and, as a result, someone may be able to obtain unauthorized access to sensitive information, including personal data, on our systems. Additionally, privacy and data protection laws are evolving, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data handling safeguards and practices that could result in fines, lawsuits, and other penalties, and significant changes to our or our third-party partners business practices and products and service offerings.

~~Director~~Our ~~Independence~~future success depends on the reliability and security of our platform. To the extent that the measures we or our third-party business partners have taken prove to be insufficient or inadequate, we may become subject to litigation, breach notification obligations, or regulatory or administrative sanctions, which could result in significant fines, penalties, damages, harm to our reputation, or loss of customers. If our own confidential business information or sensitive customer information were improperly disclosed, our business could be adversely affected. Additionally, a party who circumvents our security measures could, among other effects, appropriate customer information or other proprietary data, cause interruptions in our operations, or expose customers to hacks, viruses, and other disruptions.

AsDepending on the nature of the information compromised, in the event of a data breach or other unauthorized access to our customer data, we may ~~date~~also have obligations to notify customers and regulators about the incident, and we may need to provide some form of ~~this~~remedy, ~~Registration~~such ~~Statement~~as a ~~filed~~subscription onto ~~Form~~credit Smonitoring services, pay significant fines to one or more regulators, or pay compensation in connection with a class-1action settlement (including under the new private right of action under the California Consumer Privacy Act of 2018, or the CCPA, which is expected to increase security breach litigation). Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises customer data. Additionally, the financial exposure from the events referenced above could either not be insured against or not be fully covered through any insurance that we ~~have~~may maintain, and there can be no ~~independent~~assurance ~~directors~~that the limitations of liability in any of our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages as a result of the events referenced above. Any of the foregoing could have an adverse effect on our business, reputation, operating results, and financial condition.

~~The~~Furthermore, ~~Company~~we ~~has~~may ~~developed~~be ~~the~~required ~~following~~to ~~categorical~~disclose ~~standards~~personal ~~for~~data ~~determining~~pursuant ~~the materiality~~to ofdemands ~~relationships~~from ~~that~~individuals, ~~the~~regulators, ~~Directors~~government ~~may~~agencies, ~~have~~and law enforcement agencies in various jurisdictions with ~~the~~conflicting ~~Company.~~privacy ~~A Director~~and ~~shall~~security ~~not~~laws, bewhich ~~deemed~~could toresult ~~have~~in a ~~material~~breach ~~relationship~~of ~~with~~privacy ~~the~~and ~~Company~~data protection ~~that~~policies, ~~impairs~~notices, laws, rules, court orders, and regulations. Additionally, changes in the ~~Director's~~laws ~~independence~~and asregulations athat ~~result~~govern ofour ~~any~~collection, use, and disclosure of customer data could impose additional requirements with respect to the ~~following~~retention and security of customer data, ~~relationships:~~could limit our marketing activities, and have an adverse effect on our business, operating results, and financial condition.

- the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;

- the Director is the beneficial owner of less than five percent of the outstanding equity interests of an entity that does business with the Company;

- the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of $1 million or two percent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three fiscal years;

- the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three percent of the total consolidated assets of such entity as of the end of the previous fiscal year; and

- the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.

The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.

Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.

MATERIAL CHANGES

Not applicable.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Not applicable.

~~DISCLOSURE~~We OFare ~~COMMISSION~~subject ~~POSITION~~to ONlaws, ~~INDEMNIFICATION~~regulations, ~~FOR~~and ~~SECURITIES~~industry requirements related to data privacy, data protection and information security, and consumer ~~LIABILITIES~~protection across different markets where we conduct our business, including in the United States and EEA and industry requirements and such laws, regulations, and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such laws, regulations, and industry requirements, or our privacy policies could harm our business.

~~The~~Various ~~Nevada~~local, ~~General~~state, ~~Corporation~~federal, ~~Law~~and ~~requires~~international uslaws, todirectives, ~~indemnify officers~~ and ~~directors for~~regulations ~~any~~apply ~~expenses~~to ~~incurred~~our ~~by any officer or director in connection with any actions or proceedings~~collection, ~~whether civil~~use, ~~criminal~~retention, ~~administrative~~protection, ~~or investigative~~disclosure, ~~brought against such officer or director because of his or her~~ ~~status as an officer or director~~transfer, toand ~~the~~processing ~~extent that the director or officer has been successful on the merits or otherwise in defense~~ of ~~the~~personal ~~action or proceeding~~data. ~~The~~ ~~Nevada~~These ~~General~~data ~~Corporation~~protection ~~Law~~and ~~permits~~privacy alaws ~~corporation to~~and ~~indemnify~~regulations anare ~~officer~~subject orto ~~director,~~uncertainty ~~even~~and ~~in the absence of an agreement~~ continue to ~~do so,~~evolve ~~for expenses incurred~~ in ~~connection~~ways ~~with~~that ~~any~~could ~~action~~adversely orimpact ~~proceeding~~our ifbusiness. ~~such officer~~These orlaws ~~director~~have ~~acted in good faith and in~~ a ~~manner~~substantial inimpact ~~which~~on heour oroperations ~~she reasonably~~both ~~believed~~outside toand be in ~~or not opposed to the best interests of the~~ ~~corporation and such indemnification is authorized by~~ the ~~stockholders,~~United ~~by a quorum of disinterested directors~~States, byeither ~~independent~~directly ~~legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors,~~ or byas ~~independent legal counsel in~~ a ~~written~~data ~~opinion~~processor ~~if a~~and ~~quorum~~handler offor ~~disinterested~~various ~~directors~~offshore ~~cannot be obtained~~entities.

~~The~~In ~~Nevada~~the ~~General~~United ~~Corporation~~States, ~~Law~~state ~~prohibits~~and ~~indemnification~~federal oflawmakers aand ~~director~~regulatory ~~or officer~~authorities ifhave aincreased ~~final~~their ~~adjudication~~attention ~~establishes~~on ~~that~~ the ~~officer's~~collection orand ~~director's~~use of ~~acts~~consumer ordata. ~~omissions~~In ~~involved~~the ~~intentional~~United ~~misconduct~~States, ~~fraud,~~non-sensitive orconsumer adata ~~knowing~~generally ~~violation of~~may ~~the~~be ~~law~~used under current rules and ~~were~~regulations, ~~material~~subject to certain restrictions, so long as the ~~cause~~person does not affirmatively “opt-out” of ~~action~~the collection or use of such data. ~~Despite~~ ~~the~~If an ~~foregoing~~“opt-in” ~~limitations~~model onor ~~indemnification~~additional required “opt-outs”, were to be adopted in the ~~Nevada~~United ~~General~~States, ~~Corporation~~less ~~Law~~data ~~may~~would be ~~permit~~available, anand ~~officer~~the orcost ~~director~~of todata ~~apply~~would tobe higher. For example, California recently enacted the ~~court~~CCPA, ~~for~~which ~~approval~~became ofoperative on January ~~indemnification~~1, ~~even~~2020 ifand ~~the~~became ~~officer~~enforceable orby ~~director~~California isAttorney ~~adjudged~~General toon ~~have~~July ~~committed~~1, 2020, along with related regulations which came into force on ~~intentional~~August ~~misconduct~~14, ~~fraud~~2020. Additionally, although not effective until January 1, 2023, the California Privacy Rights Act, or athe ~~knowing~~CPRA, ~~violation~~which ofexpands upon the ~~law~~CCPA, was passed in the recent election on November 3, 2020.

The ~~Nevada~~CCPA ~~General~~gives ~~Corporation~~California ~~Law~~residents ~~also~~new ~~provides~~rights ~~that~~to ~~indemnification~~access and require deletion of ~~directors~~their personal data, opt out of certain personal data sharing, and receive detailed information about how their personal data is ~~not~~processed. ~~permitted~~The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that result in the ~~unlawful~~loss ~~payment~~of personal data, as discussed above. This private right of ~~distributions~~action may increase the likelihood of, ~~except~~and ~~for~~risks ~~those~~associated with, data breach litigation. The CPRA significantly modifies the CCPA, ~~directors~~including ~~registering~~by ~~their~~expanding ~~dissent~~consumers’ rights with respect to certain personal data and creating a new state agency to oversee implementation and enforcement efforts. The CCPA and CPRA may increase our compliance costs and potential liability, particularly in the ~~payment~~event of a data breach, and could have a material adverse effect on our business, including how we use personal data, our financial condition, and our operating results. Additionally, the CCPA has prompted a number of proposals for new federal and state-level privacy legislation, ~~distribution~~such as in Nevada, Virginia, New Hampshire, and others. If passed, these new laws could add additional complexity, impact our business strategies, increase our potential liability, increase our compliance costs, and adversely affect our business.

~~According~~In toEurope, ~~Article~~the 11European General Data Protection Regulation, or the GDPR, took effect on May 25, 2018. As a result of our ~~Bylaws~~presence in Europe and our service offering in the European Union, or the E.U., we are ~~authorized~~subject to ~~indemnify~~the ~~our~~GDPR, ~~directors~~which toimposes stringent E.U. data protection requirements, and could increase the risk of non-compliance and the costs of providing our products and services in a compliant manner. ~~fullest~~A ~~extent~~breach ~~authorized~~of ~~under~~the ~~Nevada~~GDPR ~~law~~could ~~subject~~result in regulatory investigations, reputational damage, fines and sanctions, orders to ~~certain~~cease ~~specified~~or change our ~~limitations~~processing of our data, enforcement notices, or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

~~Insofar~~Additionally, asthe ~~indemnification~~United ~~for~~Kingdom, ~~liabilities~~or ~~arising~~the ~~under~~U.K., implemented the ~~Securities~~Data Protection Act, ~~may~~effective bein May 2018 and statutorily amended in 2019, that contains ~~provided~~provisions, toincluding ~~directors~~its own derogations, ~~officers~~for orhow ~~persons~~GDPR ~~controlling~~is usapplied ~~pursuant~~in tothe U.K. From the beginning of 2021 (when the transitional period ~~foregoing~~following ~~provisions~~Brexit expired), we have ~~been~~to ~~informed~~continue ~~that~~to comply with the GDPR and also the U.K.’s Data Protection Act, inwith each regime having the ~~opinion~~ability to fine up to the greater of €20 million (£17 million) or 4% of global turnover. The relationship between the ~~SEC~~U.K. and the E.U. remains uncertain, for example how data transfers between the U.K. and the E.U. and other jurisdictions will be ~~such~~treated ~~indemnification~~and the role of the U.K.’s supervisory authority. In February 2021, the European Commission proposed to issue the U.K. with an “adequacy” decision to facilitate the continued free flow of personal data from E.U. member states to the U.K.; however, this decision is ~~against~~subject ~~public~~to ~~policy~~the asreview ~~expressed~~and/or inapproval of the ~~Securities~~European ~~Act~~Data Protection Board and a Committee composed of the representatives of the E.U. Member States. In the meantime, the U.K. remains a “third country” for the purposes of data transfers from the E.U. to the U.K. following the expiration of the four to six-month personal data transfer grace period (from 1 January 2021) set out in the E.U. and isU.K. Trade and Cooperation Agreement, ~~therefore~~unless the adequacy decision is adopted in favor of the U.K. These changes will lead to additional costs as we try to ensure compliance with new privacy legislation, ~~unenforceable~~and will increase our overall risk exposure.

~~BioPower~~In ~~Operations~~addition, ~~Corporation~~the GDPR imposes strict rules on the transfer of personal data out of the E.U. to a “third country” including the United States. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices.

On July 16, 2020, the Court of Justice of the European Union, or CJEU, invalidated the European Union-United States, or E.U.-U.S., Privacy Shield (Aunder which personal data could be transferred from the E.U. to U.S. entities that had self-certified under the Privacy Shield ~~Development~~scheme) ~~Stage~~on ~~Company~~the grounds that the Privacy Shield failed to offer adequate protections to E.U. personal data transferred to the United States. In addition, while the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances. Use of the standard contractual clauses must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals. The use of standard contractual clauses for the transfer of personal data specifically to the United States remains under review by a number of European data protection supervisory authorities, along with those of some other E.U. member states. German and Irish supervisory authorities have indicated, and enforced in recent rulings, that the standard contractual clauses alone provide inadequate protection for E.U.-U.S. data transfers. On August 10, 2020, the U.S. Department of Commerce and the European Commission announced new discussions to evaluate the potential for an enhanced E.U.-U.S. Privacy Shield framework to comply with the July 16 judgment of the CJEU. Further, the European Commission published new versions of the standard contractual clauses for comment. While the comment period ended in December 2020, the European Commission is expected to finalize and implement the new standard contractual clauses in early 2021. The CJEU’s decision, along with the subsequent guidance issued by the European Data Protection Board on November 11, 2020, and recent statements by E.U. supervisory authorities, and the new versions of the standard contractual clauses, have led to uncertainty regarding the legality of E.U.-U.S. data flows in general and those conducted under the Privacy Shield in particular.

~~Financial~~While ~~Statements~~we maintain a Privacy Shield certification, we rely on the standard contractual clauses for intercompany data transfers from the E.U. to the United States and have reviewed and amended any existing vendor agreements that rely only on Privacy Shield as the data transfer mechanism. As supervisory authorities continue to issue further guidance on personal data, we could suffer additional costs, complaints, or regulatory investigations or fines, and if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.

~~November~~We 30are also subject to evolving E.U. privacy laws on cookies and e-marketing. In the E.U., ~~2010~~regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and a E.U. regulation known as the ePrivacy Regulation will significantly increase fines for non-compliance once in effect. In the E.U., informed consent, including a prohibition on pre-checked consents and a requirement to ensure separate consents for each cookie, is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. As regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, negatively impact our efforts to understand users, adversely affect our margins, increase costs, and subject us to additional liabilities.

There is a risk that as we expand, we may assume liabilities for breaches experienced by the companies we acquire. Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security, it is possible that our practices, offerings, or platform could fail, or be alleged to fail to meet applicable requirements. For instance, the overall regulatory framework governing the application of privacy laws to blockchain technology is still highly undeveloped and likely to evolve. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations and to prevent unauthorized access to, or use or release of personal data, or the perception that any of the foregoing types of failure has occurred, could damage our reputation or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, operating results, and financial condition.

~~CONTENTS~~The recent executive order by President Biden addressing cryptocurrencies may have a negative effect on our current and planned operations.

	Page(s)
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet – As of November 30, 2010	F-3
Statement of Operations –
From September 13, 2010 (Inception) to November 30, 2010	F-4
Statement of Stockholders’ Deficit –
From September 13, 2010 (Inception) to November 30, 2010	F-5
Statements of Cash Flows –
From September 13, 2010 (Inception) to November 30, 2010	F-6
Notes to Financial Statements	F-7 - F-14

As cryptocurrencies have grown in popularity and in market size, the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the CFTC, the Commission, FinCEN and the Federal Bureau of Investigation) have begun to examine cryptocurrencies. On March 9, 2022, President Biden signed an executive order on cryptocurrencies entitled “Ensuring Responsible Development of Digital Assets” and issued with an accompanying fact sheet, regarding the U.S. government’s strategy for digital assets, defined to include cryptocurrencies and other forms of exchange that are recorded on the blockchain. Citing the need for the federal government to address the role of digital assets in the financial system, the executive order represents the first whole-of-government approach to the benefits and risks of digital assets. It is a general policy statement that reflects the views of the administration, as opposed to a specific proposal for regulation. While the executive order did not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. Central Bank digital currency. Accordingly, depending on the rules, regulations and laws stemming from this executive order, it may have a substantive effect on our current and planned operations. Digital assets currently face an uncertain regulatory landscape in not only the United States, but also abroad. Future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability, but such change could be substantial and adverse to us and could adversely affect an investment in us.

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.

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 workarounds, 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 in general and the market for 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 October 7, 2022, there are 45,625,000 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.

Risks Related to This Offering and Ownership of Our Common Stock

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 in 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.

Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our security holders to resell their common stock.

Our common stock currently trades on the OTC Pink tier of OTC Market Group LLC’s Marketplace under the symbol “BOPO.” The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Trading in securities quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like Nasdaq Capital Market or a stock exchange like the NYSE American. These factors may result in investors having difficulty reselling any shares of our common stock.

Raising additional capital will cause substantial dilution to our stockholders, including purchasers of our securities in this offering and may restrict our operating activities.

Until such time, if ever, as we can generate substantial revenues, we will be required to obtain further funding through public or private equity offerings, debt financings, or other sources, which may dilute our stockholders or restrict our operating activities. We do not have any committed external source of funds. Adequate additional financing may not be available to us on acceptable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions, engaging in acquisition, merger or collaboration transactions, selling or licensing our assets, making capital expenditures, redeeming our stock, making certain investments, declaring dividends or encumbering our assets to secure future indebtedness. Such restrictions could adversely impact our ability to conduct our operations and execute our business plan.

The articles of incorporation, as amended, provides that state or federal court located within the state of Nevada will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Section 21 of our articles of incorporation, as amended provides that “[u]nless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the NRS, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located in the county in which the principal office of the corporation in the State of Nevada is established, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.” Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.” Therefore, the exclusive forum provision in our articles of incorporation, as amended, will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.

This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the state or federal court in the State of Nevada could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Nevada. The state or federal court of the State of Nevada may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in our articles of incorporation, as amended, and our bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

If securities or industry analysts do not publish research or reports, or if they publish adverse or misleading research or reports, regarding us, our business or our market, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us, our business or our market. We do not currently have and may never obtain research coverage by securities or industry analysts. If no or few securities or industry analysts commence coverage of us, the stock price would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue adverse or misleading research or reports regarding us, our business model, our intellectual property, our stock performance or our market, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our common stock are subject to the “penny stock” rules. It may be more difficult to resell securities classified as “penny stock.”

Our common stock is currently, and may in the future, be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below $5.00). These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

● If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

● If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock or our warrants and may affect your ability to resell our common stock and our warrants.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock or our warrants will not be classified as a “penny stock” in the future.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

If the benefits of any proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price of our Common Stock may decline.

If the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our Common Stock prior to the closing of the proposed acquisition may decline. The market values of our Common Stock at the time of the proposed acquisition may vary significantly from their prices on the date the acquisition target was identified.

In addition, broad market and industry factors may materially harm the market price of our Common Stock irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed financial statements, which could cause our stock price to decline.

We prepare our financial statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.

We are considered a smaller reporting company and are exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” 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:

	●	had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

	●	in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

	●	in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. 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.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree.

The net proceeds from this offering will be immediately available to our management to use at their discretion. We currently intend to use the net proceeds from this offering to fund our product development programs, acquisition of new products, working capital and to general operational needs. See “Use of Proceeds.” We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation.

The issuance of a large number of shares of our Common Stock could significantly dilute existing stockholders and negatively impact the market price of our Common Stock.

On August 8, 2022, the Company entered into an Equity Purchase Agreement, with Peak One providing that, upon the terms and subject to the conditions thereof, Peak One is committed to purchase, on an unconditional basis, shares of Common Stock (“Put Shares”) at an aggregate price of up to $15,000,000 over the course of the Commitment Period. Pursuant to the terms of the Equity Purchase Agreement, the purchase price for each of the Put Shares equals 90% of the Market Price, as defined in the Equity Purchase Agreement. As a result, if we sell shares of Common Stock under the Equity Purchase Agreement, we will be issuing Common Stock at below market prices, which could cause the market price of our Common Stock to decline, and if such issuances are significant in number, the amount of the decline in our market price could also be significant. In general, we are unlikely to sell shares of Common Stock under the Equity Purchase Agreement at a time when the additional dilution to stockholders would be substantial unless we are unable to obtain capital to meet our financial obligations from other sources on better terms at such time. However, if we do, the dilution that could result from such issuances could have a material adverse impact on existing stockholders and could cause the price of our common stock to fall rapidly based on the amount of such dilution.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to 10,417,963 shares of common stock of the Company, and the 500,000 shares of common stock of the Company underlying the warrants, investors in this offering can expect an immediate dilution of approximately $0.16 per share, or 81%, at the assumed public offering price.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the approximately 45,625,000 shares of our common stock outstanding as of October 5, 2022, approximately 41,964,347 shares are tradable without restriction. Given the limited trading of our common stock, resale of even a small number of shares of our common stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common stock.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our common stock is volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

We have never paid dividends on our common stock and have no plans to do so in the future.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law.

Our articles of incorporation provides that we will indemnify and hold harmless our officers and directors against claims arising from our activities to the maximum extent permitted by Nevada law. If we were called upon to perform under our indemnification obligations, then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

Our privately issued common stock is subject to risks arising from restrictions on reliance on Rule 144 by former shell companies.

Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be six months for the common stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.

The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. Although we believe that the Company exited shell company status on February 17, 2022, the SEC and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

	(i)	the issuer of the securities that was formerly a shell company has ceased to be a shell company,

	(ii)	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

	(iii)	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

	(iv)	at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

Shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the conditions listed above and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

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.

EFFECTS OF COVID-19 ON THE COMPANY

The global outbreak of the novel strain of the coronavirus known as COVID-19 has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally, resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments or their impact on our financial results and condition. Thus far, the COVID-19 pandemic has not had a material adverse effect on our business, financial condition and results of operations.

Nonetheless, our business could be materially and adversely affected by the risks, or the public perception of the risks, related to the continuing COVID-19 pandemic. The risk of a pandemic, or public perception of such a risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our products. These risks could also adversely affect our customers’ financial condition, resulting in reduced spending for the products we sell. Moreover, any epidemic, pandemic, outbreak or other public health crisis, including COVID-19, could cause our employees to avoid our properties, which could adversely affect our ability to adequately staff and manage our businesses. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations if employees who cannot perform their responsibilities from home are not able to report to work. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our stores or other facilities. Although our medical dispensaries in Florida and Connecticut have been considered essential services and therefore have been allowed to remain operational, our adult-use operations may not be allowed to remain open during the COVID-19 pandemic.

The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent its further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, growth strategies and results of operations.

USE OF PROCEEDS

We will not receive any proceeds from the disposition and/or resale of the shares of common stock by the Selling Stockholders or their transferees. We will, however, receive cash proceeds from the sale of the Put Shares to the Selling Securityholder and the cash exercise of any Warrants. While we retain broad discretion on the use of proceeds, we intend to use such proceeds to fund our product development programs, acquisition of new products, working capital and to general operational needs. The amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, market conditions. In addition, we may use a portion of any net proceeds to acquire complementary businesses; however, we do not have plans for any acquisitions at this time.

The intended use of proceeds in this section takes into account the potential impacts of COVID-19.

DETERMINATION OF OFFERING PRICE

The Selling Securityholder, Peak One, may, from time to time, sell any or all of its shares of our common stock on otcmarkets.com or any other stock exchange, market or trading facility on which the shares of our common stock are traded, or in private transactions. With respect to the common stock issued under the Equity Line and the Warrant Shares, these sales may be at fixed prices, prevailing market prices at the time of sale, at varying prices, or at negotiated prices.

The Equity Purchase Agreement permits Peak One to initially purchase the Put Shares at the price that is 90% of the closing bid price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date. This price was negotiated between the Company and Peak One and considered several factors including the prevailing market conditions, including the history and prospects for the industry in which we compete, our future prospects; and our capital structures.

We offer no assurances that the offering price of our shares by the Selling Securityholders will correspond to the price at which our common stock will trade in the public market subsequent to this offering or that an active trading market for our common stock and warrants will develop and continue after this offering.

DIVIDEND POLICY

We have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future. The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capital stock. Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

CAPITALIZATION

The following tables set forth the Company’s cash and cash equivalents and capitalization as May 31, 2022 on an actual basis.

This table should be read in conjunction with the information contained in this Prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements of BioPower Operations Corporation and the related notes thereto appearing elsewhere in this Prospectus.

	As of May 31, 2022
	Actual

Cash and cash equivalents	$	552,356

Convertible notes payable, net	$	368,031
Convertible notes payable, net – related party	$	399,447

Stockholders’ equity:
Common stock, $0.0001 par value; 500,000,000 shares authorized and 45,625,000 shares issued and outstanding on an actual basis	$	4,564
Preferred Stock Series A, $1.00 par value; 10,000 shares authorized and 0 shares issued and outstanding as of May 31, 2022	$	-
Preferred Stock Series C, $0.001 par value; 5,000,000 authorized, 900,000 shares issued and outstanding as of May 31, 2022		900

Additional paid-in capital	$	4,390,339
Accumulated deficit	$	(9,568,948	)
Accumulated other comprehensive income	$	-
Total stockholders’ deficit	$	(5,173,145	)
Total capitalization	$	613,173

MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock currently trades on the OTC Pink tier of OTC Market Group LLC’s Marketplace under the symbol “BOPO.” There is no public market for the Warrants issued to the Selling Securityholders.

The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. The closing price of our common stock on the OTC Pink on October 4, 2022 was $0.177.

The following table sets forth, for the periods indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.

Fiscal Year 2022	High		Low
First Quarter (December 1, 2021 – February 28, 2022)	$	0.98	$	0.21
Second Quarter (March 1, 2022 – May 31, 2022)	$	0.84	$	0.31
Third Quarter (June 1, 2022 – August 31, 2022)	$	0.51	$	0.13
Fourth Quarter (September 1, 2022 – November 30, 2022)*	$	0.18	$	0.11

Fiscal Year 2021	High		Low
First Quarter (December 1, 2020 – February 28, 2021)	$	0.10	$	0.01
Second Quarter (March 1, 2021 – May 31, 2021)	$	0.07	$	0.03
Third Quarter (June 1, 2021 – August 31, 2021)	$	0.32	$	0.03
Fourth Quarter (September 1, 2021 – November 30, 2021)	$	0.68	$	0.05

Fiscal Year 2020	High		Low
First Quarter (December 1, 2019 – February 28, 2020)	$	0.08	$	0.04
Second Quarter (March 1, 2020 – May 31, 2020)	$	0.07	$	0.04
Third Quarter (June 1, 2020 – August 31, 2020)	$	0.07	$	0.04
Fourth Quarter (September 1, 2020 – November 30, 2020)	$	0.05	$	0.03

*Through October 4, 2022.

Holders

As of October 7, 2022 we had 45,625,000 shares of our common stock par value, $0.0001 issued and outstanding. There were approximately 74 holders of record of our common stock.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Transfer Agent and Registrar

The Company’s transfer agent is Continental Stock Transfer & Trust Co., located at 1 State Street, 30^th Floor, New York, New York 10004.

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 Issuances of Securities

The Company has made the following unregistered issuances of securities for the past three years.

On August 5, 2021, the Company effected the following share issuances:

	◌	The Company issued 50,000 shares of common stock, valued at $0.05 per share, to a consultant.
	◌	The Company issued 750,000 shares of common stock, valued at $0.05 per share, to Baruch Halpern for severance compensation.
	◌	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 August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock, of which 900,000 shares were issued to pursuant to an Asset Purchase Agreement dated September 2, 2022 by and among the Company and Rafael Ben Shaya, Troy MacDonald, Adam Benchaya, Thomas Perez, Tom Saban and Edouard Pouchoy.

On September 2, 2021, pursuant to the terms of the 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”), 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.

On March 4, 2022, the Company issued 625,000 shares of restricted common stock to a Canadian investor for $0.40 per share for a total purchase price of $250,000, which the Company received on March 10, 2022.

On May 31, 2022, the Company entered into a Securities Purchase Agreement (the “Diagonal Lending SPA”) by and between the Company and 1800 Diagonal Lending LLC (“Diagonal Lending”). Pursuant to the terms of the Diagonal Lending SPA, the Company agreed to sell, and Diagonal Lending agreed to purchase, a convertible note of the Company in the aggregate principal amount of $90,000. On May 31, 2022, pursuant to the 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 $90,000. The Diagonal Lending Note was funded on June 23, 2022. The Diagonal Lending Note bears interest at a rate of 10% per annum and matures on May 31, 2023. 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. Diagonal Lending has the right from time to time, and at any time following November 27, 2022 and ending on the earlier of (i) payment of all amounts due under the Diagonal Lending Note, (ii) May 31, 2023, if all amounts are repaid in full at such time, or (iii) the date full repayment of all indebtedness to 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 the Company’s common stock during 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 to the terms of the Diagonal Lending Note.

On June 26, 2022, the Company entered into an ILO and Multi-Agreement with PIP North America Inc. (“PIP”), pursuant to which the Company sold PIP 500,000 shares of its restricted common stock at a purchase price of $0.25 per share.

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.

DESCRIPTION OF BUSINESS

In this prospectus, unless the context indicates otherwise, “BioPower,” “BioPower Operations,” “HyFi,” “HyFi Corp.,” the “Company,” “we,” “our,” “ours” or “us” refer to BioPower Operations Corporation, a Nevada corporation, and its subsidiaries.

Overview

BioPower Operations Corporation (“we,” “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 and re-domiciled to Nevada on January 5, 2011, contributed their shares of BC to our Company and BC became a wholly owned subsidiary of our Company. BC is no longer active at this time and does not have any assets or operations. On June 11, 2021, the Company formed HYFI CORP, a Florida corporation, as its wholly owned subsidiary. From 2017 until February 17, 2022, the Company was a shell company, as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On February 17, 2022, we commenced operations and, accordingly, we ceased to be a shell company at that time.

We are a U.S.-based fintech company that has developed and owns an innovative hybrid Centralized and Decentralized Finance (“CeDeFi”) blockchain technology called “HyFi”. The Company’s primary objective is to operate a HyFi marketplace in which a wide variety of commercial transactions and investments can take place. The HyFi marketplace will use the Ethereum public blockchain, which is the largest decentralized market community and natively supports the deployment of smart contracts and decentralized applications (“dApps”).

We have created what we believe to be utility tokens called “HyFi Tokens”, which are different from common cryptocurrencies like Bitcoin. Cryptocurrency relies on a decentralized cryptographic model to facilitate verifiable transactions. Cryptocurrencies are designed to transfer monetary value and to be a universally acceptable currency to compete with fiat currencies like the U.S. Dollar or Euro. In contrast, the HyFi Token system relies on a centralized ledger that we maintain to record verifiable transactions. HyFi Tokens are intended to only have purpose and value on our HyFi marketplace. HyFi Tokens are not intended to become a universally accepted cryptocurrency or have any purpose outside of our HyFi ecosystem.

Our dApps will initially consist of smart contracts; initial license offerings (“ILOs”); bridge loan offerings (“BLOs”); pre-initial public offerings (“IPOs”); and creation and transfer of Non-Fungible Tokens (“NFTs”), which are cryptographic assets on a blockchain with unique identification codes and metadata that distinguish them from each other. For example, we intend to offer NFTs that are fractionalized pieces of unique artwork relating to the Roman Goddess Athena. Our dApps are planned to be issued as an ERC-20 token, which is the technical standard for fungible tokens created using the Ethereum blockchain. A fungible token is one that is interchangeable with another token—where the well-known non-fungible tokens (NFTs) are not interchangeable. ERC-20 allows different smart-contract enabled tokens a way to be exchanged, like an on and off ramp. Tokens, in this regard, are a representation of an asset, right, ownership, access, cryptocurrency, or anything else that is not unique in and of itself but can be transferred. The standard allows tokens representing one of these factors—along with smart contracts—to be exchanged for a token that represents another. Smart contracts are conditions written into the coding that execute different aspects of a transaction between parties.

We believe that our dApps are considered to be “security tokens” which are digital assets that represent transferred ownership rights or asset value to a blockchain token. A security token is created using tokenization, where the investment criteria are selected. The information is entered into the blockchain, which then creates a token. When issuing any dApps, the Company intends to seek exemption from registration under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to an available exemption either under Regulation D under the Securities Act or Regulation A under the Securities Act. The Company intends to comply with any current or future laws and regulations in respect of its dApps, HyFi Tokens and its NFTs.

One of our goals is to make decentralized finances (“DeFi”) marketplaces accessible for issuers who register offerings with the SEC or comparable international regulators to offer NFT initial license offerings (“ILOs”) and bridge loan offerings (“BLOs”). HyFi also seeks to provide an NFT Vault (the “Vaults”) offering which aims to provide a modern marketing solution to reach today’s buyers around the world. The Vaults seek to enable HyFi Partner companies to collaborate with HyFi, or license our technology, to market their products and services. We believe that this unique blockchain technology marketing tool can also track distributors, affiliates and influencers successes and sales for the promotion and introduction of the products or services. HyFi technology may also allow for the transparent trading of decentralized assets like NFTs and digital assets in the future.

The HyFi platform website was launched on November 8, 2021 and is available for view and partial use at the following site: http://hyfi.exchange/. Information contained on, or accessible through, this website is not a part of, and is not incorporated by reference into, this Prospectus. Currently, the only available feature of the HyFI Platform is the HyFi Vault program which began minting NFTs in September 2022. We are currently developing but have not yet launched the ILO marketplace. We have a demo of the ILO marketplace on the platform website and intend to launch it in the fourth fiscal quarter of 2022. The HyFi Vault NFT was successfully launched and is minting NFTs as of September 2022. The HyFi NFT Launchpad, for brands and companies, is expected to be launched in the fourth fiscal quarter of 2022.

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.

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 to be used as a means of payment on the HyFi Platform, as hereinafter defined (the “Acquisition”). The “HyFi Platform” mean 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. The HyFi platform website was launched on November 8, 2021 and is available for view and partial use at the following site: http://hyfi.exchange/. Information contained on, or accessible through, this website is not a part of, and is not incorporated by reference into, this Prospectus. Currently, the only available feature of the HyFI Platform is the HyFi Vault program which began minting NFTs in September 2022. We are currently developing but have not yet launched the ILO marketplace. We have a demo of the ILO marketplace on the platform website and intend to launch it in the fourth fiscal quarter of 2022. The HyFi Vault NFT was successfully launched and is minting NFTs as of September 2022. The HyFi NFT Launchpad, for brands and companies, is expected to be launched in the fourth fiscal quarter of 2022.

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 Cash Consideration and the HyFi Token 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 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 has the following terms, among others:

	1.	Authorized Shares of Series C Preferred Stock. The number of authorized shares of Series C preferred stock is 900,000.

	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”), which was designated by CEP 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

We are a U.S.-based fintech company that has developed and owns an innovative blockchain technology called “HyFi”. We intend to license, operate and enable tokenized economies for various DeFi marketplaces. Initially HyFi is planned to be launched with two platforms, the first is an impact investment platform, the “ILO” marketplace, where NFT’s are to be fractionalized. The intended purpose of the ILO marketplace is to solve the problem of access to funding for legally compliant issuers who have focused their business on sustainability and the betterment of the planet or humanity, and have owners who do not want to give up control of their companies.

We believe that the HyFi technology is also a candidate infrastructure for use in the metaverse and play-to-earn GameFi industry. HyFi technology is intended to allow 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 and other 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 DeFi Marketplace used as a utility payment token for transaction fees, for membership as well as for purchase of the proposed Vault offerings, which are expected to be bundles of digital and non-digital assets. The HyFi DeFi Marketplace ecosystem is built on a combination of issuer tokens to support its economy. The HyFi DeFi Marketplace is based on the Ethereum blockchain.

We are currently developing but have not yet launched the ILO marketplace, we plan to make such launch in the fourth fiscal quarter of 2022. The HyFi Vault NFT was successfully launched and is minting NFTs as of September 2022. The HyFi NFT Launchpad, for brands and companies, is expected to be launched in the fourth fiscal quarter of 2022.

Proposed HyFi DeFi and CeDeFi Marketplace Types

Utilizing our HyFi blockchain technology, we are developing the following proposed DeFi marketplaces:

NFT Marketplace for Initial License Offerings (ILOs). We intend that project developers and technology companies including renewable energy, environmental, agri-food and other important markets (“Issuers”) can raise money by incentivizing investors with SEC or other financial authorities registered offerings such as: (1) part of licensing fee related income or (2) project profits or (3) any other Issuer offering through tokenized technology licenses and project offerings enabled by NFTs. Investors can purchase the whole offering or fractional interests.

Bridge Loan Offerings (BLOs) for Businesses. We intend that investors will also be able to purchase a fractionalized interest in an expected income return for the BLOs. The Pre-IPO and Pre-SPAC markets are planned to be just two of the niche markets served in the BLO marketplace.

NFT Launchpad. We are also developing a robust NFT Launchpad for the web and metaverse as a HyFi ecosystem community building tool which is intended to cross pollinate the planned investment platform with community alignment and is aimed to be a users’ single destination point to access both the green investment platform and NFT launchpad, hyfi.exchange. It is also planned that the NFT launchpad can also be licensed as a stand-alone technology by companies and brands wanting to do an NFT Launch. For example, the Company granted a license to PIP North America Inc. (“PIP”) to use the NFT Launchpad in exchange for $250,000, pursuant to the ILO and Multi-Agreement entered between the Company and PIP on June 26, 2022.

CeDeFi Exchanges. Our initial CeDeFi exchange will focus on membership. We intend, in the future, to trade commodities and other tokens using the HyFi blockchain technology and ecosystem, which will require registration with the SEC as an Alternative Trading System (ATS) or as a Broker-Dealer.

Metaverse & GameFi. We intend to enable our DeFi infrastructure for use with the Metaverse and GameFi.

Features of CeDeFi

We believe that the features of CeDeFi are as follows:

	●	Seamless customer support – within every KYC onboarded investor / issuer, there is an internal account for managing funds. Furthermore, HyFi takes care of investor / issuer experience and gives assistance to the customers through a dedicated customer support team, thus improving the trust level.

	●	Flexible conversion – the HyFi economy is intended to be very modern, supporting major traditional currencies (USD/CAD/EUR/GBP/CHF/YEN) and major cryptocurrencies. Payment options are planned to include: an on/off ramp for crypto transactions, wire transfers, credit and debit cards (coming soon). We believe that the ease that the platforms offer, lead to greater customer onboarding.

	●	Centralized Exchange (CEX) – Using HyFi solution you can handle the capital raise through an internal account and avoid blockchain transaction fees. Moreover, since the funds are on the custody service provider (PrimeTrust), and they handle the management aspect.

NFT ILO Marketplace

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 agriculture, environmental, and other related sectors that will provide license fees from unique license fee contracts for various territories. As an example, we are currently in discussions with an agriculture related company that expressed a possible willingness pay licensing fees of 5% annually with a potential bonus based on income for its Agri production facility could list on the HyFi Platform. For illustration purposes only, we’ll assume that said company might be willing to sell up to 49% of its ownership in that license for a speculative value of between $5,000,000 and $10,000,000, with a minimum investment of $50,000 from accredited investors. In such a case, HyFi may receive fixed cash fees associated with this transaction. The latter example is for illustration purposes only, as there can be no assurance that the parties will reach an agreement which would generate revenue for the Company, if there ever reach an agreement, as well as what the terms of that agreement would be.

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

	●	We anticipate that NFTs may be created, representing up to a 49% ownership interest of a license to a particular geographic market (example: India). There would also 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 NFTs. We expect that those NFTs would be tradeable on the commodities section of the HyFi Platform once certain conditions have been met.

	●	We also expect that there may be NFTs issued for qualified projects related to renewable energy, waste to energy, agricultural and other approved projects showing potential and promise in their respective industry sectors.

	●	Ownership of technology licenses: We expect that NFTs may represent part or full ownership of technology licenses across many markets. Each such market is expected to include horizontal and vertical markets. For example, let’s assume that a given energy market could include the horizontal energy markets of green hydrogen and its many uses, electric generation, biofuels for marine, aviation and transportation and hydrogen fueling station networks. NFTs could also 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 any of the aforementioned 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.

HyFi also 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 or a total interest. There can be no assurance that any of the above market segments will materialize, produce customers or revenue, or that the Company will achieve profitability.

Bridge Loan Offerings (BLO) Marketplace

We intend to expand the ILO NFT marketplace to include 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 construction projects related to renewable energy, environment, agriculture, new technology, medical, humanitarian projects and pre-IPO companies

	●	Other licenses and projects qualified by the Company

“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 income or capital which would be used to pay back the loan, with interest owed. It is the fractionalization of the BLO NFT into BLO Tokens that aggregates the funding capability.

There can be no assurance that any of the above market segments will materialize, produce any customers or revenue whatsoever, or that the Company will achieve profitability.

	●	We expect to have an initial emphasis on agri-foods, renewable energy and waste-to-energy 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 the trading of those commodities. 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 NFT Vault Programs

When a user purchases a HyFi NFT Vault it contains an assortment of items such as:

1) An Art Collectible(s) with 1 in 5 chances of getting a Premier Art Collectible*;

2) A Pro or Ultimate Lifetime HyFi Membership - 1 in 5 chances of getting an Ultimate Lifetime Membership and 4 in 5 chances of getting a 2-year Pro Membership;

3) Gift Vouchers, to be used in the marketplaces or subsequent HyFi NFT Vault purchases;

4) HyFi Tokens to be used for further purchases of HyFi NFT Vaults, membership items and in the marketplaces; and

5) In 200 out of 100,000 Vaults a real physical .9999 Gold 5 oz. Athena Coin or a real physical gemstone (in 100 vaults each)

*Art Assets/ Collectibles/ Art Items. (The inclusion of the Art assets should qualify the Vault to be listed on various Art focused NFT marketplaces such as OpenSea)

We intend to sell the HyFi NFT Vaults to individuals and businesses. Various businesses have approached the Company to use our HyFi Vaults and put some of their gaming, collectibles and promotional items in the HyFi NFT Vault. We have not entered into any agreements with such businesses and there can be no assurance that we’ll be able to do so on terms acceptable to us, or at all.

We expect variances in the types of assets/ items being offered in the potential various HyFi NFT Vault Programs. There can be no assurance any further Vault programs will be launched after the first HyFi NFT Vault.

HyFi also intends to license its Vault Program technology to companies for promoting their own brands, products and services.

Proposed Membership Plan

We have finalized a Membership Program which we intend will enable members to earn money from referrals of companies and individuals to our DeFi Marketplace, as well as referral fee income for introducing other members. Members may also receive discounts for HyFi packaged financial products and tokens. HyFi Tokens will be able to be used for any payments defined by each product or service.

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, existing 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, which is digital marketplace for crypto collectibles and NFTs and which was launched in 2017, is the largest marketplace today for the sale of traditional NFTs. While there are hundreds of issuers offering 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 provide 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 that the HyFi Platform will be superior to the competition because we intend to offer a comprehensive marketplace that features an array of diverse products ranging from (i) technology licenses, (ii) equipment leasing, (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 utility tokens, security tokens, 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.

Customers

Two customers, including one related party, account for 100 % of sales during the three months ended May 31, 2022. Five customers, including two related parties, account for 100 % of sales during the six months ended May 31, 2022.

Intellectual Property

We have applied for federal trademark registration 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 are prosecuting applications for federal trademark registration of the marks 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 business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those typically applied to securities, commodities, the exchange, and transfer of digital assets, cross-border and domestic money and digital asset transmission businesses, as well as those governing data privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement services), consumer protection, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, and related technologies. As a result, they often do not contemplate or address unique issues associated with digital assets, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the relative novelty and evolving nature of our business and the significant uncertainty surrounding the regulation of digital assets requires us to exercise our judgement as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, limitations on our business, reputational harm, and other regulatory consequences, as well as criminal penalties, each of which may be significant and could adversely affect our business, operating results and financial condition. Regulatory enforcement actions have been taken against businesses in the industries in which we intend to operate, across many jurisdictions, in response to hacks, consumer harm, and criminal activity.

In addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in the United States, as well as in other countries may adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies or the judiciary, which may adversely impact the development and use of digital assets as a whole, digital asset mining operations, and our legal and regulatory status in particular by changing how we operate our business, how our operations are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new licensing requirements or new costs of doing business, or imposing a total ban on certain activities or transactions with respect to digital assets, as has occurred in certain jurisdictions in the past.

Due to our business activities, if laws or regulations or their respective interpretation change, we may become subject to ongoing examinations, oversight, and reviews by U.S. federal and state regulators, which would have broad discretion to audit and examine our business if we become subject to their oversight. We cannot predict in what ways we might need to adapt to changes in applicable laws and regulations, both in the U.S. and foreign countries, or whether such adaptation would be practical or possible. Our HyFi Tokens and planned products and services rely on a CeDeFi model. We have a limited operating history and our CeDeFi model differs from the far more common DeFi model that is used by cryptocurrencies. Therefore, regulatory risks to our business may be materially different from those applicable to other crypto companies. Adverse changes to, or our failure to comply with, any laws and regulations may have an adverse effect on our reputation and brand and our business, operating results and financial condition.

The crypto economy is novel and has little-to-no access to policymakers and lobbying organizations in many jurisdictions. Competitors from other, more established industries, including traditional financial services, may have greater access to lobbyists or governmental officials, and regulators that are concerned about the potential for crypto assets for illicit usage may effect statutory and regulatory changes with minimal or discounted inputs from the crypto economy. As a result, new laws and regulations may be proposed and adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that harm the crypto economy or crypto asset platforms, which could adversely impact our business.

Regulation in the United States

U.S. federal and state 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 our approach will be effective in detecting illegal activity.

The SEC has been active in asserting its jurisdiction over ICOs and digital assets and in bringing enforcement cases. The SEC has directed enforcement activity toward digital assets, and more specifically, ICOs. The SEC has issued guidance and made numerous statements regarding the application of securities laws to digital assets. For example, on July 25, 2017, the SEC issued a Report of Investigation (the “Report”) which concluded that “DAO Tokens” offered and sold by the Decentralized Autonomous Organization (“DAO”), a digital decentralized autonomous organization and investor-directed venture capital fund for digital assets, were issued for the purpose of raising funds. The Report concluded that these tokens were “investment contracts” within the meaning of Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act, and therefore securities subject to the federal securities laws. In December 2017, the SEC issued a cease-and-desist letter ordering a company to stop its initial coin offering of tokens on the grounds that it failed to file a registration statement or qualify for an exemption from registration. Similar to the tokens issued by the DAO, the SEC found that these tokens satisfied the definition of an “investment contract,” and were therefore subject to the federal securities laws.

In September 2017, the SEC created a new division known as the “Cyber Unit” to address, among other things, violations involving distributed ledger technology and ICOs, and filed a civil complaint in the Eastern District of New York charging a businessman and two companies with defrauding investors in a pair of so-called ICOs purportedly backed by investments in real estate and diamonds. Subsequently, the SEC has filed several orders instituting cease-and-desist proceedings against certain entities in connection with their unregistered offerings of tokens for failing to register a hedge fund formed for the purpose of investing in digital assets as an investment company for failing to register as a broker-dealer, even though it did not meet the definition of an exchange for failing either to register as a national securities exchange or to operate pursuant to an exemption from registration as an exchange after creating a platform that clearly fell within the definition of an exchange.

In February 2018, both the SEC and CFTC further reiterated their concerns regarding digital assets in written testimony to the Senate Banking, Housing and Urban Affairs Committee. On March 7, 2018, the SEC released a “Statement on Potentially Unlawful Online Platforms for Trading Digital Assets,” and reiterated that, if a platform “offers trading of digital assets that are securities” and “operates as ‘exchange,’ as defined by the federal securities laws,” the platform must register with the SEC as a national securities exchange or be exempt from registration. The SEC’s statement served as a notice to operators of any platforms, including secondary market trading platforms, which the SEC is actively monitoring for potentially fraudulent or manipulative behavior in the market for security tokens, as the SEC has cautioned recently in the context of ICOs. On November 16, 2018, the SEC released a “Statement on Digital Asset Securities Issuance and Trading,” and emphasized that market participants must adhere to the SEC’s well-established and well-functioning federal securities law framework when dealing with technological innovations, regardless of whether the securities are issued in certificated form or using new technologies, such as blockchain. This has all been followed by additional statements and guidance form the SEC including no-action letters relating to specific blockchain-based projects, and a Framework for “Investment Contract” Analysis of Digital Assets published by the Division of Corporation Finance on April 3, 2019. In an August 2021 interview, SEC Chairman Gary Gensler signaled the SEC is contemplating a robust regulatory regime for digital assets and reiterated the SEC’s position that many digital assets are unregulated securities.

Recently, a number of proposed ICOs have sought to rely on Regulation A and have filed with the SEC a Form 1-A covering a distribution of a digital token. Two such offerings were qualified in July 2019. In addition, some token offerings have been commenced as private securities offerings intended to be exempt from SEC registration. Further, the SEC has yet to approve for listing and trading any exchange-traded products (such as ETFs) holding digital assets. The SEC has taken various actions against persons or entities that have allegedly misused digital assets, engaged in fraudulent schemes (i.e., Ponzi scheme) and/or engaged in the sale of tokens that were deemed securities by the SEC.

Although our activities are not focused on raising capital or assisting others that do so, the federal securities laws are very broad. We cannot provide assurance as to whether the SEC will continue or increase its enforcement with respect to digital assets or ICOs,

The CFTC has stated and judicial decisions involving CFTC enforcement actions have confirmed that at least some crypto assets, including Bitcoin, fall within the definition of a “commodity” under the U.S. Commodities Exchange Act of 1936, or CEA. As a result, the CFTC has general enforcement authority to police against manipulation and fraud in at least some spot crypto asset markets. From time to time, manipulation, fraud, and other forms of improper trading by market participants have resulted in, and may in the future result in, CFTC investigations, inquiries, enforcement action, and similar actions by other regulators, government agencies, and civil litigation. Such investigations, inquiries, enforcement actions, and litigation may cause us to incur substantial costs and could result in negative publicity.

Any transaction in a commodity, including a crypto asset, entered into with or offered to retail investors using leverage, margin, or other financing arrangements (a “retail leveraged commodity transaction”) is subject to CFTC regulation as a futures contract unless such transaction results in actual delivery within 28 days. The meaning of “actual delivery” has been the subject of commentary and litigation, and the CFTC has recently adopted interpretive guidance addressing the “actual delivery” of a crypto asset. To the extent that crypto asset transactions that we facilitate or facilitated are deemed retail leveraged commodity transactions, including pursuant to current or subsequent rulemaking or guidance by the CFTC, we may be subject to additional regulatory requirements and oversight, and we could be subject to judicial or administrative sanctions if we do not or did not at a relevant time possess appropriate registrations. The CFTC has previously brought enforcement actions against entities engaged in retail leveraged commodity transactions without appropriate registrations.

Digital assets derivatives are not excluded from the definition of “commodity future” by the CFTC. Furthermore, according to the CFTC, digital assets fall within the definition of a commodity under the Commodities Exchange Act (the “CEA”) and as a result, we may be required to register and comply with additional regulations under the CEA, including additional periodic reporting and disclosure standards and requirements. We may also be required to register as a commodity pool operator and to register as a commodity pool with the CFTC through the National Futures Association. If we are required to register with the CFTC or another governmental or self-regulatory authority, the scope of our business and operations may be constrained by the rules of such authority and we may be forced to incur additional expenses in the form of licensing fees, professional fees and other costs of compliance.

Commodity interests, as such term is defined by the CEA and CFTC rules and regulations, are subject to more extensive supervisory oversight by the CFTC, including licensing of entities engaged in, and platforms offering, commodity interest transactions. This CFTC authority extends to crypto asset futures contracts and swaps, including transactions that are based on current and future prices of crypto assets and indices of crypto assets. To the extent that a crypto asset in which we facilitate or facilitated trading or transactions in a crypto asset which we facilitate or facilitated are deemed to fall within the definition of a commodity interest, whether as a swap or otherwise and including pursuant to subsequent rulemaking or guidance by the CFTC, we may be subject to additional regulatory requirements and oversight and could be subject to judicial or administrative sanctions if we do not or did not at a relevant time possess appropriate registrations as an exchange (for example, as a designated contract market for trading futures or options on futures, or as a swaps execution facility for trading swaps) or as a registered intermediary (for example, as a futures commission merchant or introducing broker). Such actions could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, as well as reputational harm. The CFTC has previously brought enforcement actions against entities engaged in crypto asset activities for failure to obtain appropriate exchange, execution facility and intermediary registrations.

Various local, state, federal, and international laws, directives, and regulations apply to our collection, use, retention, protection, disclosure, transfer, and processing of personal data. These data protection and privacy laws and regulations are subject to uncertainty and continue to evolve in ways that could adversely impact our business. These laws have a substantial impact on our operations both outside and in the United States, either directly or as a data processor and handler for various offshore entities.

In the United States, state and federal lawmakers and regulatory authorities have increased their attention on the collection and use of consumer data. In the United States, non-sensitive consumer data generally may be used under current rules and regulations, subject to certain restrictions, so long as the person does not affirmatively “opt-out” of the collection or use of such data. If an “opt-in” model or additional required “opt-outs”, were to be adopted in the United States, less data would be available, and the cost of data would be higher. For example, California recently enacted the CCPA, which became operative on January 1, 2020 and became enforceable by California Attorney General on July 1, 2020, along with related regulations which came into force on August 14, 2020. Additionally, although not effective until January 1, 2023, the California Privacy Rights Act, or the CPRA, which expands upon the CCPA, was passed in the recent election on November 3, 2020.

The CCPA gives California residents new rights to access and require deletion of their personal data, opt out of certain personal data sharing, and receive detailed information about how their personal data is processed. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that result in the loss of personal data, as discussed above. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. The CPRA significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal data and creating a new state agency to oversee implementation and enforcement efforts. The CCPA and CPRA may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal data, our financial condition, and our operating results. Additionally, the CCPA has prompted a number of proposals for new federal and state-level privacy legislation, such as in Nevada, Virginia, New Hampshire, and others. If passed, these new laws could add additional complexity, impact our business strategies, increase our potential liability, increase our compliance costs, and adversely affect our business.

On March 9, 2022, President Biden signed an executive order on cryptocurrencies. While the executive order did not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. Central Bank digital currency. We cannot be certain as to how future regulatory developments will impact the treatment of digital assets under the law, including, but not limited to, whether digital assets will be classified as a security, commodity, currency and/or new or other existing classification. Such additional regulations may result in extraordinary, non-recurring expenses, thereby materially and adversely affecting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain or all of our operations. Any such action could have a material adverse effect on our business, financial condition and results of operations. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.

On April 4, 2022, shortly after President Biden’s executive order, SEC Chairman Gary Gensler announced that he has instructed the SEC staff to work (i) to register and regulate digital asset platforms like securities exchanges; (ii) with the CFTC on how to jointly address digital asset platforms that trade both securities and non-securities; (iii) on segregating out digital asset platforms’ custody of customer assets, if appropriate; and (iv) on segregating out the market making functions of digital asset platforms, if appropriate. These efforts have a high likelihood or resulting in new interpretations or regulations that would have material effects on our business that are impossible to predict.

Regulation Outside of the United States

Outside of the United States, several jurisdictions have banned so-called initial coin offerings, may include token offerings, such as China and South Korea, while Canada, Singapore, Hong Kong, have opined that token offerings may constitute securities offerings subject to local securities regulations.

In Europe, the European General Data Protection Regulation, or the GDPR, took effect on May 25, 2018. As a result of our presence in Europe and our service offering in the European Union, or the E.U., we are subject to the GDPR, which imposes stringent E.U. data protection requirements, and could increase the risk of non-compliance and the costs of providing our products and services in a compliant manner. A breach of the GDPR could result in regulatory investigations, reputational damage, fines and sanctions, orders to cease or change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

Additionally, the United Kingdom, or the U.K., implemented the Data Protection Act, effective in May 2018 and statutorily amended in 2019, that contains provisions, including its own derogations, for how GDPR is applied in the U.K. From the beginning of 2021 (when the transitional period following Brexit expired), we have to continue to comply with the GDPR and also the U.K.’s Data Protection Act, with each regime having the ability to fine up to the greater of €20 million (£17 million) or 4% of global turnover. The relationship between the U.K. and the E.U. remains uncertain, for example how data transfers between the U.K. and the E.U. and other jurisdictions will be treated and the role of the U.K.’s supervisory authority. In February 2021, the European Commission proposed to issue the U.K. with an “adequacy” decision to facilitate the continued free flow of personal data from E.U. member states to the U.K.; however, this decision is subject to the review and/or approval of the European Data Protection Board and a Committee composed of the representatives of the E.U. Member States. In the meantime, the U.K. remains a “third country” for the purposes of data transfers from the E.U. to the U.K. following the expiration of the four to six-month personal data transfer grace period (from 1 January 2021) set out in the E.U. and U.K. Trade and Cooperation Agreement, unless the adequacy decision is adopted in favor of the U.K. These changes will lead to additional costs as we try to ensure compliance with new privacy legislation, and will increase our overall risk exposure.

In addition, the GDPR imposes strict rules on the transfer of personal data out of the E.U. to a “third country” including the United States. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices.

On July 16, 2020, the Court of Justice of the European Union, or CJEU, invalidated the European Union-United States, or E.U.-U.S., Privacy Shield (under which personal data could be transferred from the E.U. to U.S. entities that had self-certified under the Privacy Shield scheme) on the grounds that the Privacy Shield failed to offer adequate protections to E.U. personal data transferred to the United States. In addition, while the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances. Use of the standard contractual clauses must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals. The use of standard contractual clauses for the transfer of personal data specifically to the United States remains under review by a number of European data protection supervisory authorities, along with those of some other E.U. member states. German and Irish supervisory authorities have indicated, and enforced in recent rulings, that the standard contractual clauses alone provide inadequate protection for E.U.-U.S. data transfers. On August 10, 2020, the U.S. Department of Commerce and the European Commission announced new discussions to evaluate the potential for an enhanced E.U.-U.S. Privacy Shield framework to comply with the July 16 judgment of the CJEU. Further, the European Commission published new versions of the standard contractual clauses for comment. While the comment period ended in December 2020, the European Commission is expected to finalize and implement the new standard contractual clauses in early 2021. The CJEU’s decision, along with the subsequent guidance issued by the European Data Protection Board on November 11, 2020, and recent statements by E.U. supervisory authorities, and the new versions of the standard contractual clauses, have led to uncertainty regarding the legality of E.U.-U.S. data flows in general and those conducted under the Privacy Shield in particular.

There are additional risks that foreign 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. We believe this may impede the growth or sustainability of the digital asset economy, or otherwise negatively affect the value of digital assets.

The examples above are illustrative and are not an exhaustive list of the many different jurisdictions that may regulate us, the approaches regulators may take or the impact regulations may have on us in the future. The effect of any future regulatory changes on the Company, both in the United States and in other countries, are impossible to predict and any such changes could substantially and adversely affect the Company.

Employees

As of October 7, 2022, we had three full-time employees and no part-time employees. 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 primary telephone number for the company 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.

Organizational Chart

The following is a current organization chart of our Company:

Legal Proceedings

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Corporate History

The Company was incorporated in Nevada on January 5, 2011.

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.

BC is no longer active at this time and does not have any assets or operations. On June 11, 2021, the Company formed HYFI CORP, a Florida corporation, as its wholly owned subsidiary.

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.

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.

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

Going Concern

For the year ended November 30, 2021 the Company generated revenues of $175,000 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.”

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 provide sufficient funds for us to continue to operate on acceptable terms.

LEGAL PROCEEDINGS

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

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with (i) BioPower’s financial statements and related notes thereto, and (ii) the section entitled “Description of Business,” included in this prospectus. 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, but not limited to, those set forth under “Risk Factors” and elsewhere in this prospectus. As used in this section “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” unless otherwise indicated or the context requires, the terms “BioPower,” “BioPower Operations,” “HyFi,” “HyFi Corp.,” the “Company,” “we,” “our,” “ours” or “us” refer to BioPower Operations Corporation, a Nevada corporation, and its subsidiaries. Peak One Opportunity Fund, L.P. is referred to herein as “Peak One”, Peak One Investments, LLC is referred to herein as “Investments”. Peak One and Investments are referred to herein as the “Selling Securityholders”.

Overview

History

For a detailed description of our history see “Description of Business – Corporate History” on page 48 of this prospectus.

Recent Developments

Equity Line with Peak One Opportunity Fund, L.P.

On August 8, 2022, the Company entered into an equity line of credit (“Equity Line”) established by an Equity Purchase Agreement (the “Equity Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with Peak One Opportunity Fund, L.P., a Delaware limited Partnership (the “Investor”). Pursuant to the Equity Purchase Agreement, the Company has the right, but not the obligation to direct the Investor 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 (the “Put Shares”). Further under the Equity Purchase 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 Equity Purchase Agreement) from time to time to the Investor (i) in an amount not less than $15,000 and (ii) in a maximum amount up to the lesser of (a) $300,000 or (b) 200% of the Average Daily Trading Value, as defined in the Equity Purchase Agreement. “Average Daily Trading Value” is defined in the Equity Purchase Agreement as the average trading volume of the Common Stock, on the principal market in which it trades (the “Principal Market”), during the ten trading days immediately preceding the applicable put date multiplied by the lowest closing bid price of the Company’s Common Stock on the Principal Market.

In exchange for Investor entering into the Equity Purchase Agreement, the Company agreed, among other things, to (i) issue Peak One Investments, LLC, a Delaware limited liability company (“Investments”), a Common Stock Purchase Warrant (the “Warrant”) to purchase up to 500,000 shares of Common Stock at a fixed exercise price of $0.20 per share, subject to the terms of the Warrants, with a five-year exercise period commencing August 8, 2022, which was the date the Warrant was issued and (ii) file a registration statement registering the Common Stock issuable to the Investor under the Equity Purchase Agreement and the Warrant Shares issuable to Investments for resale (the “Registration Statement”) with the Securities and Exchange Commission within 60 calendar days of the Equity Purchase Agreement, as more specifically set forth in the Registration Rights Agreement. The Registration Rights Agreement further provides that the costs associated with all Registration Statement are to be borne by the Company.

The obligation of Investor to purchase the Company’s Common Stock commenced on the date of entry into the Equity Purchase Agreement, which was August 8, 2022, ending on earlier of: (i) the date on which Investor shall have purchased Common Stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount (ii) thirty-six (36) months after the date of entry into the Equity Purchase Agreement (iii) delivery of written notice of termination of the Equity Purchase Agreement by the Company to the Investor (which shall not occur during any Valuation Period, as such term is defined in the Equity Purchase Agreement, or at any time that the Investor holds any of the Put Shares) (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”).

During the Commitment Period, the initial purchase price to be paid by the Investor for the Common Stock under the Equity Purchase Agreement shall be 90% of the closing bid price of the Common Stock on the trading day immediately preceding the respective Put Date (as defined in the Equity Purchase Agreement) on the Principal Market and the purchase price thereafter shall mean 90% of the Market Price, which is defined as the lesser of the (i) closing bid price of the Common Stock on the Principal Market on the trading day immediately preceding the respective Put Date, or (ii) lowest closing bid price of the Common Stock during the Valuation Period (as defined in the Equity Purchase Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Investor. The term “Valuation Period” means the period of seven trading days immediately following the clearing date associated with the applicable Put Notice.

The Equity Purchase Agreement, the Warrant and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Investor represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The foregoing descriptions of the Equity Purchase Agreement, the Warrant and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibit 10.14, 10.15 and 10.16 to the registration statement of which this prospectus forms a part. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

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 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. Pursuant to the terms of the PIP Agreement, 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. Further, pursuant to the terms of the PIP Agreement, 6he 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. Additionally, pursuant to the terms of the PIP Agreement, 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.

Pursuant to the terms of the PIP Agreement, the Company also agreed to provide PIP with Exclusive License options for one-year $1 million and five-year $10 million exclusives 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 5-year license.

Pursuant to the terms of the PIP Agreement, 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. Pursuant to the terms of the PIP Agreement, PIP also 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. Further, pursuant to the terms of the PIP Agreement, 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.

Pursuant to the terms of the PIP Agreement, 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. Additionally, pursuant to the terms of the PIP Agreement, 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. 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.

China Energy Partners Note Amendment

On June 22, 2022, the Company entered into the Addendum and Amendment of Promissory Note (the “Note Amendment”) by and between the Company and China Energy Partners, LLC (“China Energy”). Pursuant to the terms of the Note Amendment, the Company and China Energy agreed to amend the Senior Promissory Note issued by the Company to China Energy on June 29, 2021 (the “China 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 be paid in cash 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 the China Energy Note was satisfied via the transfer by the Company to China Energy of 53 HyFi NFT Athena vaults.

On June 28, 2022, the China Energy Note, as amended by the Note Amendment, was paid in full.

Diagonal Lending Securities Purchase Agreement & Convertible Note

On May 31, 2022, pursuant to the 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 $90,000. The Diagonal Lending Note was funded on June 23, 2022. The Diagonal Lending Note bears interest at a rate of 10% per annum and matures on May 31, 2023. 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.

Diagonal Lending has the right from time to time, and at any time following November 27, 2022 and ending on the earlier of (i) payment of all amounts due under the Diagonal Lending Note, (ii) May 31, 2023, if all amounts are repaid in full at such time, or (iii) the date full repayment of all indebtedness to 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 the Company’s common stock during 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 to the terms of the Diagonal Lending Note.

The Diagonal Lending Note may be prepaid; provided, 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 (x) 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.

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%

After November 27, 2022, prepayment will be subject to agreement of the parties with respect to the applicable prepayment percentage.

The Athena Project with Sanctum Studios

On April 6, 2022, BioPower Operations Corporation (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 Sanctum deliverables were due by July 1, 2022 and were provided 6 weeks after the due date.

Clarke Compton Stock Purchase Agreement

On March 5, 2022, BioPower Operations Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Compton SPA”) by and between the Company and Clarke Compton. As previously disclosed, 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 the Financial Industry Regulatory Authority (“FINRA”), in order to change its corporate name from BioPower Operations Corporation to HyFi Corp (the “Name Change”). The State of Nevada has officially changed the name of the Company to HyFi Corp. The Name Change and stock symbol change will not be effective for Securities and Exchange Commission or trading purposes until it is cleared by FINRA.

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.

COVID-19 Impact

Due to the digital/remote nature of the Company’s business, COVID-19 has had, and is expected to have, only a limited effect on the Company’s operations. Notwithstanding the foregoing, the long-term financial impact of coronavirus on the Company cannot be reasonably estimated at this time and may ultimately have a material adverse impact on our business, financial condition, and results of operations.

Plan of Operation

We were dormant from February 2017 to June 29, 2021. On February 17, 2022, we commenced operations and, accordingly, we ceased to be a shell company at that time.

We have initiated our HyFi Vault Program and launched our Pre-Sale phase on June 20, 2022. The HyFi platform website was launched on November 8, 2021 and is available for view and partial use at the following site: http://hyfi.exchange/. Information contained on, or accessible through, this website is not a part of, and is not incorporated by reference into, this Prospectus. Currently, the only available feature of the HyFI Platform is the HyFi Vault program which began minting NFTs in September 2022. We are currently developing but have not yet launched the ILO marketplace. We have a demo of the ILO marketplace on the platform website and intend to launch it in the fourth fiscal quarter of 2022. The HyFi Vault NFT was successfully launched and is minting NFTs as of September 2022. The HyFi NFT Launchpad, for brands and companies, is expected to be launched in the fourth fiscal quarter of 2022.

We also intend to license our vault technology program to other companies seeking to promote their own brand, products and services.

We continue to work on the regulatory and technology needs for our full launch of the DeFi Marketplaces. These include obtaining multiple attorney opinion letters, which have now been accepted for U.S. related matters by a major trust company (PrimeTrust). We still need to obtain attorney opinion letters for European related matters and to subsequently have such attorney opinion letters accepted by a major trust company (PrimeTrust).

The Company has been in discussions with various companies in energy and agriculture who are interested in listing their NFTs on the ILO, BLO and NFT enabled HyFi DeFi Marketplace. At the same time, we are working with our vendors to build out the DeFi Marketplace. We are also in licensing discussions for our Vault technology program and DeFi marketplaces.

There can be no assurance that any of the above market segments will materialize, produce customers or revenue, or that the Company will achieve profitability.

Limited Operating History; Need for Additional Capital

We cannot guarantee we will be successful in our business operations. We have generated limited 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.

Results of Operations

For the Year Ended November 30, 2021 Compared to the Year Ended November 30, 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	)

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

Net Revenue

We have generated revenues from operations of $175,000 for the year ending November 30, 2021, $446,700 through May 31, 2022. We generated no revenue for the fiscal year ended November 30, 2020.

Operating Expenses

Operating expenses were $461,263 for the year ended November 30, 2021, compared to $0 for the year ended November 30, 2020.

Income (loss) from Operations

Loss from operations was $286,263 for the year ended November 30, 2021, compared to $0 for the year ended November 30, 2020.

Other expenses

Total operating expenses for the year ended November 30, 2021 is $155,061, which consists of interest expenses, of which $110,071 is related party interest, compared to $129,745 for the year ended November 30, 2020, which consists of interest expenses, of which $84,755 is related party interest.

Net Loss

Net loss for the year ended November 30, 2021 was $441,324, compared to $129,745 for the year ended November 30, 2020 for the reasons discussed above.

For the Three Months Ended May 31, 2022 Compared to the Three Months Ended May 31, 2021

	For the three months ended May 31,
	2022			2021
Revenue	$	246,700		$	-

Operating expenses
Selling, general and administrative expenses		212,443			8,081
Total operating expenses		212,443			8,081

Income (loss) from operations		34,257			(8,081	)

Other expenses
Interest expense		(11,248	)		(11,247	)
Interest expense -related party		(36,147	)		(21,189	)
Total other expenses		(47,395	)		(32,436	)

Net loss	$	(13,138	)	$	(40,517	)

Net Revenue

Net revenue is $246,700 for the three months ended May 31, 2022, compared to net revenue of $0 for the three months ended May 31, 2021. The increase in revenue coincided with the Company exiting shell company status on February 17, 2022 to commence operations.

Operating Expenses

Total operating expenses is $212,443 for the three months ended May 31, 2022, compared to $8,081 for the three months ended May 31, 2021. The increase in operating expenses coincided with the Company exiting shell company status on February 17, 2022 to commence operations.

Income (loss) from Operations

Loss from operations is $212,443 for the three months ended May 31, 2022, compared to $8,081 for the three months ended May 31, 2021. The increase in loss from operations coincided with the Company exiting shell company status on February 17, 2022 to commence operations.

Other expenses

Other expenses for the three months ended May 31, 2022 is $47,395, which consists of interest expenses, of which $36,147 was related party interest, compared to $32,436 for the three months ended May 31, 2021, which consists of interest expenses, of which $21,189 was related party interest.

Net Loss

Net loss for the three months ended May 31, 2022 was $13,138, compared to $40,517 for the three months ended May 31, 2021 for the reasons discussed above.

Liquidity and Capital Resources

For the three months ended May 31, 2022, we had $246,700 in revenue from the sale of HyFi Tokens, which includes a related party transaction of $110,700, which represents an increase of $246,700 over $0 revenue for the three months ended May 31, 2021 when we were not in operation. Our net loss from operations at May 31, 2022, was $13,138, resulting from $246,700 in revenue, $212,443 in selling, general and administrative expenses and $47,395 in interest expenses which resulted in an increase of $27,379 versus a net loss of $40,517 for the three months ended May 31, 2021 when we had $40,517 in interest expenses against $0 revenues.

We have primarily financed our operations through the sale of unregistered equity and convertible notes payable. As of November 30, 2021, we had a cash balance of $95,973 and current assets of $95,973. As of November 30, 2020 we had $0 in assets. We had current and total liabilities totaling $5,507,151 as of November 30, 2021 and $4,364,469, as of November 30, 2020.

As of May 31, 2022, we had a cash balance of $522,356 and total assets of $613,173. As of May 31, 2021, we had a cash balance of $95,973 and total assets of $95,973.

Convertible Promissory Notes

Notes payable consists of the following:

	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 –May 31, 2022 and November 30, 2021	$	694,198

As of May 31, 2022 and November 30, 2021, all loans are past due and in default.

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

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

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 of common stock at a conversion price of $0.10 per share, for any amount up to 50% of the original amount of the notes. As of May 31, 2022 and November 30, 2021, the note was in default.

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 common stock at a conversion price of $0.15 per share. As of May 31, 2022 and November 30, 2021, the note was in default.

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 May 31, 2022 and November 30, 2021, the note was in default.

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 May 31, 2022 and November 30, 2021, the note was in default.

Between December 3, 2014 and July 28, 2015, the Company issued a total of $113,031 in notes payable. Interest on the notes is payable at 8%. The loans were due prior to December 31, 2015 and are past due.

Accrued interest on notes payable and convertible debt at May 31, 2022 and November 30, 2021 amounted to $297,565 and $275,071, respectively, which is included as a component of accounts payable and accrued expenses.

Interest expense on notes payable and convertible debt with third parties amounted to $11,247 and $11,247 for the three months ended May 31, 2022 and May 31, 2021 respectively. Interest expense on notes payable and convertible debt with third parties amounted to $22,494 and $22,494 for the six months ended May 31, 2022 and May 31, 2021 respectively.

Capital Expenditures

Our current plans do not call for our Company to expend significant amounts for capital expenditures for the foreseeable future beyond relatively insignificant expenditures for office furniture and information technology related equipment as we add employees to our Company.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (the “ASC”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The interim unaudited condensed consolidated financial statements included in this registration statement should be read in conjunction with our audited annual financial statements for the years ended November 30, 2021 and 2020, included in this registration statement.

Going Concern

The Company adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued.

The accompanying unaudited financial statements have been prepared assuming that we will continue as a going concern. While the Company is attempting to generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The Company will require additional cash funding to fund operations. Therefore, the Company concluded there was substantial doubt about the Company’s ability to continue as a going concern.

To fund further operations, the Company will need to raise additional capital. The Company may obtain additional financing in the future through the issuance of its common stock, or through other equity or debt financings. The Company’s ability to continue as a going concern or meet the minimum liquidity requirements in the future is dependent on its ability to raise significant additional capital, of which there can be no assurance. If the necessary financing is not obtained or achieved, the Company will likely be required to reduce its planned expenditures, which could have an adverse impact on the results of operations, financial condition and the Company’s ability to achieve its strategic objective. There can be no assurance that financing will be available on acceptable terms, or at all. The financial statements contain no adjustments for the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern and have a material adverse effect on the Company’s future financial results, financial position and cash flows.

Off-Balance Sheet Arrangements

As of November 30, 2021 and as of May 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act reasonably likely to have a material effect on our financial condition.

Critical Accounting Policies and Estimates

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 US GAAP. 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.

MANAGEMENT

The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each. Our Board of Directors elects our executive officers annually by majority vote. Each director’s term continues until his or her successor is elected or qualified at the next annual meeting unless such director earlier resigns or is remove. Set forth below is certain information concerning the directors and executive officers of the Company.

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

Name	Age	Position
Troy MacDonald	53	Chairman of the Board and Chief Executive Officer
Adam Benchaya	35	President, Chief Marketing Officer and Director
Robert D. Kohn	72	Chief Financial Officer and Director
Thomas Perez	30	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 Kohn. From January 2011 to February 2017, Mr. Kohn served as the CEO, Director and Secretary of the Company. Mr. Kohn has also served as a director and officer of BC, the Company’s wholly owned subsidiary, since September 2010.

Since February 2017, Mr. Kohn has been Managing Partner of The Asset Acquisition Group. From January 2018 until June 2020, Mr. Kohn served as Chief Financial Officer of WPP Energy GmbH and then Chief Financial Advisor. Mr. Kohn also previously served as a Managing Partner of Nelko Holdings LLC, which was formed for the purpose of evaluating business opportunities; the non-executive Vice Chairman of, consultant to, Clenergen Corporation, an SEC-reporting issuer; Interim Chief Financial Officer of Proteonomix, Inc., a public company involved in stem cell research; Interim CEO and CFO of Global Realty Development Corp. co-founder and CEO of AssetTRADE (n/k/a GoIndustry with approximately 1,200 employees in 21 countries); Chairman, and CEO of Entrade.com, a subsidiary of Entrade, a NYSE-listed company; and President of Entrade, a subsidiary of Exelon Corporation, one of the largest electric utilities in the United States. Mr. Kohn has a B.B.A. in accounting from Fox School of Business, Temple University and is a C.P.A.

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

No executive officer, member of the Board of Directors or control person of our Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

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 the SEC. 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 Board of Directors consists of four members. The Board of Directors held two formal meetings between July 1, 2021 and 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 our Board of Directors. Our Board of Directors does not have a policy with regard to the consideration of any Director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s 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 Registration Statement on Form S-1.

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.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers on our Board of Directors or Compensation Committee. For a description of transactions between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions”.

Limitation on Liability and Indemnification of Officers and Directors

Our bylaws provide that our directors and officers will be indemnified 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

We have not separated the positions of Chairman of the Board and Chief Executive Officer. Troy MacDonald has served as our Chairman of the Board of Directors and Chief Executive Officer since June 29, 2021. We believe that combining the positions of Chairman and Chief Executive Officer allows for focused leadership of our organization which benefits us in our relationships with investors, customers, suppliers, employees and other constituencies. We believe that consolidating the leadership of the Company under Mr. MacDonald is the appropriate leadership structure for our Company and that any risks inherent in that structure are balanced by the oversight of our other independent directors on our Board. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, following the completion of the offering, the Board will hold executive sessions in which only independent directors are present.

Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and operation. Our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board regularly reviews plans, results and potential risks related to our business. The Board is also expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.

EXECUTIVE COMPENSATION

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

Name and Principal Position	Year		Salary ($USD)		Bonus ($USD)		Total ($USD)
Troy MacDonald (1)		2021		0		0		0
Chairman of the Board, Chief Executive Officer		2020		0		0		0

Robert D. Kohn (1)		2021		25,000		0		25,000
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 salary for Mr. Kohn 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.

Pursuant to the terms of the 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.

In addition, the Company has the right to terminate Mr. Kohn’s employment upon 14 days’ notice to Mr. Kohn. In the event Mr. Kohn’s employment is not terminated for cause, the Company will pay to Mr. 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 forth above, during 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.

Employment Agreements

Robert Kohn Employment Agreement

As previously disclosed by the Company in its Current Report on Form 8-K filed on July 6, 2021, in connection with Mr. Kohn’s appointment as Chief Financial Officer, 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. 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.

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.

In addition, the Company has the right to terminate Mr. Kohn’s employment hereunder upon 14 days’ notice to Mr. Kohn. In the event Mr. Kohn’s employment is not terminated for cause, the Company will pay to Mr. 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.

Grants of Plan-Based Awards

There were no grants of plan-based awards during the years ended November 30, 2021 or 2020.

Outstanding Equity Awards at Fiscal Year End

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

Option Exercises and Stock Vested

During our fiscal years ended November 30, 2021 and 2020, there were no options exercised by our named executive officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacities as directors.

Pension, Retirement or Similar Benefit Plans

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.

Compensation Discussion and Analysis

Director Compensation

We do not have any agreements for compensating our directors for their services in their capacities as directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, issue them shares of common stock issued in consideration for services rendered, issue them HyFi Tokens for services rendered, and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-Term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of October 7, 2022 by:

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
	●	each of our executive officers and directors that beneficially owns shares of our common stock; and
	●	all our executive officers and directors as a group.

In the table below, percentage ownership is based on 45,625,000 shares of our common stock issued and outstanding as of October 7, 2022. Unless otherwise noted below, the address for each beneficial owner listed on the table is in care of Biopower Operations Corp., 20801 Biscayne Blvd., Suite 403, Aventura, Florida 33180. 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 October 7, 2022 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of October 7, 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.

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	%
Robert D. Kohn		7,843,560	(3)		17.2	%
Adam Benchaya		—	(4)		0.0	%
Thomas Perez		—	(5)		0.0	%
All officers and directors as a group (4 persons)		7,843,560			17.2	%
Other 5% Stockholders:
Rafael Ben Shaya		—	(6)		—	%
Riskless Partners, LLLP PO Box 600806 North Miami, FL 33160		5,805,000	(7)		12.9	%
J2SB International LLC 4902 NW 105^th Dr. Coral Springs, FL 33076		722,550			10.66	%

	(1)	The percent of class is based on the total number of common shares outstanding of 45,625,000 as of October 7, 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.

	(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.

(7)

Bonnie Nelson is the sole managing member of Riskless Partners, LLP, and has sole voting and dispositive power over the shares held by Riskless Partners, LLP. Ms. Nelson was a member of the Company’s board of directors until her resignation on June 30, 2021.

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.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policy for Approval of Related Party Transactions

The Company’s 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. The Board has not adopted formal standards to apply when it reviews, approves or 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.

Related Party Transactions

On May 27, 2016, the former Chief Executive Officer, now our Chief Financial Officer, agreed to reduce his accrued compensation by $206,250 as a contribution to additional paid in capital. He also agreed to reclassify $874,000 in accrued compensation to long term debt upon the issuance of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. 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, he agreed to reduce his accrued compensation by $25,000 as a contribution to additional paid in capital. He 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, 2021 and 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 Financial Officer was owed $805,637 and $779,238, respectively, of notes payable and accrued interest.

On May 27, 2016, the 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 of a non-convertible 4% interest bearing note with a maturity date of December 1, 2017. The total principal amount of $710,000 included three different notes totaling $50,000 at 8% interest. The compensation included was accrued during the period from January 2, 2011 to February 29, 2016. 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 $225,000 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 1, 2016, the Board of Directors reversed the contribution of accrued salaries. As of November 30, 2021 and November 30, 2020, the Director was owed a total of $440,833 and $440,833, respectively, of accrued compensation. As of November 30, 2021 and November 30, 2020, the Director was owed a total of $883,791 and $853,392, respectively, of notes payable and accrued interest. There was a reduction in the liability by share issuance of $27,308.

As of November 30, 2016, a related party investor advanced a total of $99,448 due on or before June 15, 2016. Pursuant to the agreement, the investor is allowed to convert 100% of the debt at a share price of $0.15. As of November 30, 2021 and November 30, 2020, the note was in default.

In March 2016, the Chief Operating Officer loaned to the Company $100,000. The loan bears interest at 8% and 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 ASC 470, “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 $50,000 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 $0.10 per share and accordingly there was deemed to be no Beneficial Conversion Factor. On May 23, 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 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 $0.10 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.

In May 2016, the Chief Operating Officer made a loan of $50,000, bearing interest at 8% and due on or before May 18, 2018. The debt is convertible into shares of common stock at a conversion price of $0.10 per share. As of November 30, 2021 and November 30, 2020, the note was in default.

In July 2016, the Chief Operating Officer made a loan of $50,000 as collateral, bearing interest at 8% and due on or before July 31, 2018. The debt is convertible into shares of common stock at a conversion price of $0.10 per share. As of November 30, 2021 and November 30, 2020, the note was in default.

On 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.

During the year ended November 30, 2021 the Company issued 17,500,000 HyFi Tokens to related parties for the purchase of technology. The Technology has a 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.

Accrued interest on related party notes payable and convertible debt at November 30, 2021 and November 30, 2020, amounted to $484,156 and $399,397, respectively, and is a component of accounts payable and accrued expenses – related parties.

Interest expense on notes payable and convertible debt with related parties amounted to $84,758 and $84,758 for the years ended November 30, 2021 and November 30, 2020, respectively.

Filing Compare · Biopower Operations Corp