716101--5/18/2007--HYDROGEN_POWER

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RISKS ASSOCIATED WITH OUR COMPANY AND HISTORY: We had a net loss in 2004, 2005 and 2006, and we do not anticipate we will be profitable in 2007 as we continue to develop our hydrogen technology. We presently have no sources of operating income unless and until we develop commercially viable products or we provide for other capital sources the nature of which could be detrimental to our current shareholders. Certain liquidity issues exist which could seriously limit our future existence and development We have certain limitations arising under the GHTI sublicense and the GHTI License from UBC We are subject to Sarbanes-Oxley and the reporting requirements of federal securities laws, which are expensive. RISKS ASSOCIATED WITH OUR SECURITIES: Our common stock is quoted for trading on the Over the Counter Bulletin Board, which could limit the ability of our stockholders to sell our common stock at prices and at times they believe appropriate. The conversion of outstanding preferred stock and the exercise of options and warrants, at prices below the market price of our common stock could cause a decrease in the market price of our common stock. Our stockholders may experience significant dilution upon the conversion of our outstanding preferred stock. The conversion of outstanding convertible notes at prices below the market price of our common stock could cause substantial dilution to our current stockholders and a decrease in the market price of our common stock. We have a history of converting certain portions of our outstanding notes payable and other debts to common stock causing dilution to our stockholders. The former stockholders of Old HPI generally, and its former majority stockholder specifically, are able to exert significant control over our Company. A substantial number of shares will be eligible for future sale by the Old HPI shareholders and the sale of those shares could adversely affect our stock price. RISKS RELATED TO OUR HYDROGEN POWER TECHNOLOGY DEVELOPMENT BUSINESS Our hydrogen power technology development business has a limited operating history on which to evaluate our business and currently possesses unproven hydrogen generation technology. We may not be able to achieve commercialization of our potential products on the timetable we anticipate, or at all. We have no operating revenue to date as a hydrogen technology company and a history of losses. We may be unable to generate sufficient net revenue in the future to achieve or sustain profitability. We cannot assure you that we will be able to successfully execute our business plan. Our failure to obtain necessary additional financing would have a material adverse effect on our business plan and hinder or delay product development. Potential fluctuations in our financial and business results makes forecasting difficult and may restrict our access to funding for our commercialization plan. A mass market for our products may never develop or may take longer to develop than we anticipate. Regulatory changes could hurt the market for our products. If we fail to protect our intellectual property rights, competitors may be able to use our technology, which could weaken our competitive position, eliminate the potential for future revenue and increase costs. We may be involved in intellectual property litigation that causes us to incur significant expenses or prevents us from selling any developed products. We currently face and will continue to face significant competition. The loss of the services of certain key employees, or the failure to attract additional key individuals, would materially adversely affect our business. Hydrogen products use inherently dangerous, flammable fuels, which could subject our business to product liability claims. RISKS RELATED TO THE BUSINESS OF OUR MAJORITY-OWNED SUBSIDIARY FASTFUNDS FINANCIAL CORPORATION: FastFunds has no significant operating business FastFunds balance sheet contains certain notes payable, which were due February 28, 2007. Chex is a guarantor of certain debt of HPI, and the Company s entire investment in Chex (i.e., its ownership of all outstanding Chex stock) is subject to a security interest securing such obligation. Furthermore, all of the assets of Chex are subject to a security interest for the same debt. There are currently outstanding securities convertible into or exchangeable for an aggregate of 4,329,280 shares of FastFunds common stock which, if converted or exchanged, will substantially dilute its existing stockholders. FastFunds common stock trades only in an illiquid trading market, which generally results in lower prices for its common stock. FastFunds has not paid dividends to date, and has no intention of paying dividends to its stockholders, including the Company.

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716101--5/18/2007--HYDROGEN_POWER_INC