The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited financial statements
and related notes included in this Quarterly Report on Form 10-Q and the audited
financial statements and notes thereto as of and for the fiscal year ended
Forward-Looking Statements
The information in this discussion contains forward-looking statements and
information. The words "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "projects," "will," "should," "could," "predicts,"
"potential," "continue," "would" and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements
contain these identifying words. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking statements and you
should not place undue reliance on our forward-looking statements. Actual
results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements that we make. The
forward-looking statements are applicable only as of the date on which they are
made, and we do not assume any obligation to update any forward-looking
statements. All forward-looking statements in this Quarterly Report on Form 10-Q
are made based on our current expectations, forecasts, estimates and
assumptions, and involve risks, uncertainties and other factors that could cause
results or events to differ materially from those expressed in the
forward-looking statements. In evaluating these statements, you should
specifically consider various factors, uncertainties and risks that could affect
our future results or operations. These factors, uncertainties and risks may
cause our actual results to differ materially from any forward-looking statement
set forth in this Quarterly Report on Form 10-
Overview
HyFi Asset Purchase Agreement
On
Pursuant to the terms of the APA, the Company agreed to acquire from the Sellers, and the Sellers agreed to sell to the Company, certain assets comprised of the goodwill, intellectual property, business proprietary know-how and trade secrets, intangible property and other assets of Sellers' business with respect to HyFi, and any and all rights of Sellers in and to the foregoing (the "Assets"), and certain governance/utility virtual tokens (collectively, the "HyFi Tokens") expected to be used as a means of payment on the HyFi Platform, as hereinafter defined (the "Acquisition"). The "HyFi Platform" means a decentralized finances ("DeFi") exchange marketplace using blockchain platform technology. The DeFi principles are based on an ecosystem of financial services utilizing tokenization and non-fungible tokens ("NFTs") for production, licenses, projects and commodities across vertical and horizontal markets.
In addition, the Sellers agreed to (i) pay to the Company, on the closing date
of the Acquisition,
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Pursuant to the terms of the APA, the Company agreed to file with the
Pursuant to the terms of the APA, the parties agreed that the Series C preferred stock will have the following terms, among others:
1. Authorized Shares of Series C Preferred Stock. The number of authorized shares of Series C preferred stock will be 900,000. 2. Conversion. Subject to the other terms and conditions in the certificate of designation, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the certificate of designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as ofJune 29, 2021 , if all of the 900,000 shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock. 3. Voting. Except as otherwise set forth in the certificate of designation, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes. 4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions.
The Acquisition closed on
On
Series A Preferred Stock Redemption Agreement & Senior Promissory Note
Also on the Closing Date, the Company and
As provided in the APA, on
Troy MacDonald (Chairman)Adam Benchaya Robert Kohn Thomas Perez 4
Also on
Troy MacDonald , Chief Executive OfficerRobert Kohn , Chief Financial OfficerAdam Benchaya , President and Chief Marketing Officer
HyFi Platform
The HyFi Platform is a proposed decentralized finances (DeFi) exchange marketplace utilizing blockchain technology. The DeFi principles are based on the creation of an innovative ecosystem of financial services accessible to anyone with Internet access.
The HyFi Token will be featured on the HyFi Platform as the governance token. The HyFi Token may also be used as a payment token for transaction fees on the HyFi Platform. The HyFi ecosystem will be built on a combination of tokens to support its economy.
The HyFi economy is being established to advance and accelerate technologies to be funded through the use of our marketplace. Our initial focus will be on renewable energy, environment, agri-food and then other markets globally.
The HyFi Platform will initially focus on two distinct businesses: (1) the
1. We expect that the HyFi Platform will offer cash flow generating NFTs, on
full or fractional ownership basis, in the following major areas and on the
following bases:
? We anticipate that NFTs will be created that will represent up to a 49%
ownership interest of a license to a particular geographic market (example:
tokens that represent an opportunity for numerous participants to have
fractional ownership of, and participation in, the unique one-of-a-kind
exclusive license NFT. The NFTs will be tradeable on the commodities section
of the HyFi Platform once certain conditions have been met.
? We also expect that there will be NFTs issued for qualified promising projects
related to renewable energy, waste to energy, agricultural and other approved
projects.
? Ownership of technology licenses: We expect that NFTs will represent part or
full ownership of technology licenses across many horizontal markets. Each
market will include vertical markets such as the green hydrogen industry and
its many uses, e.g., electric generation, marine, aviation, transportation and
hydrogen fueling station networks. NFTs also will represent part or full
ownership of a technology license in a specific geographic territory.
? Physical projects related to renewable energy, environmental, agricultural and
humanitarian causes. NFTs will be issued to represent an opportunity to invest
in projects in these categories.
? Other approved cases. In the future we may consider NFTs in the areas of
medicine, space, internet & computing, artificial intelligence, robotics,
nanotechnology, precious metals, and/or precious gems, for example.
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2. The trading of commodities.
? We expect to have an initial emphasis on renewable energy, waste to energy and
agri-foods via tokenized futures blockchain based smart contracts.
? The trading of certain commodities (e.g., green hydrogen production) will
occur in most cases without any physical delivery obligation, and with
electronic settlement only. Traders will purchase tokens to participate. In
some cases, commodities will be offered with a physical delivery option.
? Commodity future supply contracts: A futures contract is a legal agreement to
buy or sell a particular commodity asset at a predetermined price at a
specified time in the future. The seller of the futures contract is taking on
the obligation to provide and deliver the underlying commodity at the
contract's expiration date. Futures contracts are available for every category
of commodity. Some manufacturers and service providers use futures contracts
as part of their budgeting process to normalize expenses and reduce cash
flow-related headaches. Manufacturers and service providers that rely on
commodities for their production process may take a position in the
commodities markets as a way of reducing their risk of financial loss due to a
change in price. There are many advantages to futures contracts as a method of
participating in the commodities market. We believe that analysis can be
easier because it's a pure play on the underlying commodity.
NFTs are collectible digital assets in which various objects are digitized. Each NFT represents ownership of something inherently distinct and unique, whether it be a physical or a digital item. NFTs cannot be mutually exchanged for one another because each NFT has a specific value based on its unique traits and attributes. When NFTs are sold, the digital version of the object is sold as a unique, blockchain-authenticated collectible.
NFT marketplaces are platforms where NFTs can be stored, displayed, traded and
in some cases, created (or "minted"). NFTs cannot be purchased on centralized or
decentralized cryptocurrency or other exchanges. Instead, they are listed and
traded on online marketplaces that are specially built for NFTs. We expect to
launch our
NFTs will be created that will represent up to 49% ownership interest of a
license to a particular geographic market (e.g.,
The cash flow
Once an owner is satisfied with the amount paid for the licenses, they end the sale of the NFT ownership licenses. At that point the NFTs can then become part of the HyFi commodities marketplace where NFT Tokens are traded.
The Company has been in discussions with various companies in energy and energy
related sectors and horizontal sectors who are interested in listing their NFTs
on the
On
On
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On
On
In exchange for Investor entering into the Agreement, the Company agreed, among
other things, to (A) issue
Going Concern
Our unaudited financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.
There is substantial doubt that we can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our expenses. We must raise cash from sources other than revenues generated, such as from the proceeds of loans, public or private equity sales, and/or advances from related parties. There is no guarantee that any loans will be received, any equity sales will be made, and/or any related parties will advance funds to us or that such funds will be available on favorable terms.
Plan of Operation
We were dormant from
We are working to define the details for the NFT and commodity trading
marketplaces. We are focused on completing the technology needs for our
The Company has been in discussions with various companies in energy and energy
related sectors and horizontal sectors who are interested in listing their NFTs
on the
Limited Operating History; Need for
We cannot guarantee we will be successful in our business operations. We have not generated any revenue since inception. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in supplies and services.
If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with the accounting principles generally accepted in
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Recent Accounting Pronouncements
Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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