Biopower Operations Corp - Quarter Report: 2012 February (Form 10-Q)

Year Ending November 30,

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 29, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to __________________

Commission File Number: 333-172139

BioPower Operations Corporation

(Exact name of registrant as specified in its charter)

Nevada		27-4460232
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

1000 Corporate Drive, Suite 200, Fort Lauderdale, Florida 33334

(Address of principal executive offices)

Issuer’s telephone number, including area code: +1 954 607 2800

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Common Stock $0.0001. As of April 20, 2012, 90,540,000 shares of common stock of the issuer were outstanding.

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISK

Certain statements in this Report, and the documents incorporated by reference herein, constitute forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause deviations in actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied. Such factors include, but are not limited to: market and customer acceptance and demand for our products; our ability to market our products; the impact of competitive products and pricing; the ability to develop and launch new products on a timely basis; the regulatory environment, including government regulation in the United States; our ability to obtain the requisite regulatory approvals to commercialize our products; fluctuations in operating results, including spending for development and marketing activities; and other risks detailed from time-to-time in our filings with the U.S. Securities and Exchange Commission (the “SEC”).

The words "believe, expect, anticipate, intend and plan" and similar expressions identify predictive statements. These statements are subject to risks and uncertainties that cannot be known or quantified and, consequently, actual results may differ materially from those expressed or implied by such predictive statements. Readers are cautioned not to place undue reliance on these predictive statements, which speak only as of the date they are made.

Unless otherwise noted, all currency figures in this filing are in U.S. dollars.

Introductory Comment - Use of Terminology

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us” and “our” refers to BioPower Operations Corporation and, unless the context indicates otherwise, our subsidiaries in which we hold 100% of such entities’ outstanding equity securities, including BioPower Corporation (“BioPower Corporation”), Green Oil Plantations Americas Inc. (“Green Oil”) and Green Energy Crops Corporation (“GECC”), on a consolidated basis. Unless otherwise indicated, all monetary amounts are reflected in United States Dollars.

BIOPOWER OPERATIONS CORPORATION

(A Developmental Stage Company)

CONTENTS

		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Consolidated Balance Sheets as of February 29, 2012(unaudited) and November 30, 2011 (Audited)	1

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended February 29, 2012 and February 28, 2011, September 13, 2010 to February 29, 2012 (unaudited)	2

	Consolidated Statement of Stockholders’ Deficit from September 13, 2010 (Inception) to February 29, 2012 (unaudited)	3

	Consolidated Statements of Cash Flows for the three months ended February 29, 2012 and February 28, 2011, from September 13, 2010 (Inception) to February 29, 2012 (unaudited)	4

	Notes to Consolidated Financial Statements (unaudited)	5-20

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28

ITEM 4.	CONTROLS AND PROCEDURES	28

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	29

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29

ITEM 3.	DEFAULT UPON SENIOR SECURITIES	29

ITEM 4.	MINE SAFETY DISCLOSURES	29

ITEM 5.	OTHER INFORMATION	29

ITEM 6.	EXHIBITS	29

SIGNATURES		30

Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes Oxley Act

Exhibit 32.1	Certification Pursuant to Section 906 of the Sarbanes Oxley Act

PART I – FINANCIAL INFORMATION

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Statements of Operations

(Unaudited)

CONTENTS

	Page(s)

Consolidated Balance Sheets –
February 29, 2012 (Unaudited) and November 30, 2011	1

Consolidated Statements of Operations –
Three Months Ended February 29, 2012 and 2011, from
September 13, 2010 (Inception) to February 29, 2012 (Unaudited)	2

Consolidated Statement of Stockholders’ Deficit –
From September 13, 2010 (Inception) to February 29, 2012 (Unaudited)	3

Consolidated Statements of Cash Flows –
Three Months Ended February 29, 2012 and 2011, from
September 13, 2010 (Inception) to February 29, 2012 (Unaudited)	4

Notes to Consolidated Financial Statements (Unaudited)	5 - 20

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Balance Sheets

	February 29, 2012			November 30, 2011
	(Unaudited)
Assets
Current Assets
Cash	$	14,944		$	6,111
Available-for-sale securities		195,000			-
Prepaid expenses		6,807			6,354
Total Current Assets		216,751			12,465

Equipment - net		22,932			24,313

Other Assets
License - net		244,548			245,795
Security deposit		11,660			11,660
Total Other Assets		256,208			257,455

Total Assets	$	495,891		$	294,233

Liabilities and Stockholders' Deficit

Current Liabilities
Accounts payable and accrued expenses	$	55,383		$	87,775
Accounts payable and accrued expenses - related parties		613,480			458,685
Notes payable - related parties		2,500			-
Convertible debt - related party - net		33,786			3,571
Total Current Liabilities		705,149			550,031

Stockholders' Deficit
Preferred stock, $1 par value; 10,000 and 1,000 shares authorized; 1 issued and outstanding		1			1
Common stock, $0.0001 par value, 500,000,000 shares authorized; 90,540,000 and 90,280,000 shares issued and outstanding		9,054			9,028
Additional paid-in capital		810,136			705,162
Deficit accumulated during the development stage		(969,949	)		(969,989	)
Unrealized loss on available-for-sale securities		(58,500	)		-
Total Stockholders' Deficit		(209,258	)		(255,798	)

Total Liabilities and Stockholders' Deficit	$	495,891		$	294,233

See accompanying notes to consolidated financial statements

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended			Three Months Ended			September 13, 2010 (Inception)
	February 29, 2012			February 28, 2011			to February 29, 2012

Revenue	$	253,500		$	-		$	253,500

General and administrative expenses		222,691			251,951			1,188,630

Interest expense		30,769			214			34,819

Net income (loss)	$	40		$	(252,165	)	$	(969,949	)

Net income (loss) per common share - basic and diluted	$	0.00		$	(0.01	)	$	(0.01	)

Weighted average number of common shares outstanding during the period - basic and diluted		90,331,648			41,114,444			68,805,449

Comprehensive income (loss):
Net income (loss)	$	40		$	(252,165	)	$	(969,949	)
Unrealized loss on available for sale marketable securities		(58,500	)		-			(58,500	)
Comprehensive loss	$	(58,460	)	$	(252,165	)	$	(1,028,449	)

See accompanying notes to consolidated financial statements

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Statement of Stockholders' Deficit

From September 13, 2010 (Inception) to February 29, 2012

(Unaudited)

											Additional		Deficit			Accumulated Other			Total
	Preferred Stock, $1 Par Value				Common Stock, $0.0001 Par Value						Paid In		Accumulated during			Comprehensive			Stockholder's
	Shares		Amount		Shares			Amount			Capital		Development Stage			Loss			Deficit

Issuance of common stock - founders ($0.0001)		-	$	-		10,000		$	1		$	-	$	-		$	-		$	1

Net loss - September 13, 2010 (Inception) to November 30, 2010		-		-		-			-			-		(1,334	)					(1,334	)

Balance - November 30, 2010		-		-		10,000			1			-		(1,334	)		-			(1,333	)

Cancellation of common stock - founders		-		-		(10,000	)		(1	)		-		-			-			(1	)
																				-
Issuance of preferred stock - founders ($1/share)		1		1		-			-			-		-			-			1
																				-
Issuance of common stock - founders ($0.0001/share)		-		-		32,500,000			3,250			-		-			-			3,250
																				-
Issuance of common stock - related parties ($0.0001/share)		-		-		12,300,000			1,230			-		-			-			1,230
																				-
Issuance of common stock ($0.0001/share)		-		-		39,100,000			3,910			-		-			-			3,910
																				-
Issuance of common stock ($0.25/share)		-		-		1,200,000			120			299,880		-			-			300,000
																				-
Issuance of common stock ($0.50/share)		-		-		30,000			3			14,997		-			-			15,000
																				-
Issuance of common stock for services rendered ($0.012/share)		-		-		4,150,000			415			49,585		-			-			50,000
																				-
Issuance of common stock for license ($0.25/share)		-		-		1,000,000			100			249,900		-			-			250,000
																				-
Warrants issued for services rendered		-		-		-			-			60,800		-			-			60,800
																				-
Debt discount - related party		-		-		-			-			30,000		-			-			30,000

Net loss for the year ended November 30, 2011		-		-		-			-			-		(968,655	)		-			(968,655	)

Balance - November 30, 2011		1		1		90,280,000			9,028			705,162		(969,989	)		-			(255,798	)

Issuance of common stock for services rendered ($0.25/share)		-		-		60,000			6			14,994		-			-			15,000
																				-
Issuance of common stock ($0.25/share)		-		-		200,000			20			49,980		-			-			50,000
																				-
Debt discount - related party		-		-		-			-			40,000		-			-			40,000
																				-
Unrealized loss on available-for-sale marketable securities		-		-		-			-			-		-			(58,500	)		(58,500	)

Net income for the three months ended February 29, 2012		-		-		-			-			-		40			-			40

Balance - February 29, 2012		1	$	1		90,540,000		$	9,054		$	810,136	$	(969,949	)	$	(58,500	)	$	(209,258	)

See accompanying notes to consolidated financial statements

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended			Three Months Ended			September 13, 2010 (Inception)
	February 29, 2012			February 28, 2011			to February 29, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	40		$	(252,165	)	$	(969,949	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of license		1,247			-			5,452
Depreciation		1,381			-			4,827
Amortization of debt discount		30,215			-			33,786
Stock issued for services rendered		15,000			50,000			65,000
Warrants issued for services rendered		-			60,800			60,800
Available-for-sale securities received as revenue		(253,500	)		-			(253,500	)
Changes in operating assets and liabilities:
(Increase)/Decrease in:
Prepaid expenses		(453	)		-			(6,807	)
Security deposit		-			-			(11,660	)
Increase/(Decrease) in:
Accounts payable and accrued liabilities		(32,392	)		102,023			55,383
Accounts payable and accrued liabilities - related party		154,795			214			613,480
Net Cash Provided By (Used In) Operating Activities		(83,667	)		(39,128	)		(403,188	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(27,759	)
Net Cash Used in Investing Activities		-			-			(27,759	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt - related party		40,000			-			70,000
Proceeds from notes payable - related parties		2,500			2,953			26,381
Repayment of notes payable - related parties		-			-			(23,881	)
Proceeds from issuance of preferred stock		-			1			1
Proceeds from issuance of common stock		50,000			308,389			373,390
Net Cash Provided By Financing Activities		92,500			311,343			445,891

Net Increase in Cash		8,833			272,215			14,944

Cash - Beginning of Period		6,111			20,124			-

Cash - End of Period	$	14,944		$	292,339		$	14,944

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income Taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock for license	$	-		$	250,000		$	250,000
Unrealized loss on available-for-sale securities	$	58,500		$	-		$	58,500
Debt discount recorded on convertible debt - related party	$	40,000		$	-		$	70,000
Cancellation of common stock - founders	$	-		$	-		$	1

See accompanying notes to consolidated financial statements

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Note 1 Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

The financial information as of November 30, 2011 is derived from audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended November 30, 2011. The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended November 30, 2011.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended February 29, 2012, are not necessarily indicative of results for the full fiscal year.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

BioPower Corporation (“BioPower” or “the Company”) was incorporated in the State of Florida on September 13, 2010. On January 5, 2011, the Company re-domiciled to Nevada and formed BioPower Operations Corporation, a Nevada corporation. On January 6, 2011, the shareholders of BioPower Corporation contributed their shares of BioPower Corporation to BioPower Operations Corporation and BioPower Corporation became a wholly-owned subsidiary.

The Company intends to grow biomass crops coupled with processing and/or conversion facilities to produce oils, biofuels, electricity and other biomass products. To date, the activities of the Company have been limited to implementing the business plan and raising capital. The Company is still in its development stage.

The Company’s fiscal year end is November 30.

Principles of Consolidation

All inter-company accounts and transactions have been eliminated in consolidation.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Development Stage

The Company's consolidated financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include negotiating distribution agreements and marketing the territory for distribution outlets for the product. The Company, while seeking to implement its business plan, will look to obtain additional debt and/or equity related funding opportunities. The Company has not generated any revenues from its planned and principal operations since inception.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. Also, see Note 3 regarding going concern matters.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period.

Such estimates for the periods ended February 29, 2012 and 2011, and assumptions affect, among others, the following:

estimated fair value of share based payments,

estimated carrying value, useful lives and related impairment of equipment and intangible

assets; and

estimated valuation allowance for deferred tax assets, due to continuing and expected

future losses

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at February 29, 2012 and 2011.

Marketable Securities

(A) Classification of Securities

At the time of acquisition, a security is designated as held-to-maturity, available-for-sale or trading, which depends on ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost.

Any unrealized gains and losses are reported as other comprehensive income (loss). Realized gains (losses) are computed on a specific identification basis and are recorded in net capital gains (losses) on investments in the combined consolidated statements of operations.

The composition of the Company’s investments at February 29, 2012, classified as current assets, is as follows:

	Cost		Fair Value		Unrealized Loss
Common stocks	$	253,500	$	195,000	$	58,500
Total available for sale securities	$	253,500	$	195,000	$	58,500

Investment income for the three months ended February 29, 2012 and February 28, 2011 is as follows:

	2012			2011
Gross realized gains from sale of available for sale securities	$	-		$	-
Gross realized losses from sale of available for sale securities		-			-
Dividend and interest income		-			-
Net unrealized holding gain (loss)		(58,500	)		-
Net investment income (loss)	$	(58,500	)	$	-

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

(B) Other than Temporary Impairment

The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in income. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments.

The Company has not recorded any impairment losses as of February 29, 2012.

Equipment

Equipment is stated at cost, less accumulated depreciation computed on a straight-line basis over the estimated useful lives. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized when deemed material. When equipment is sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.

Equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges taken during the periods ended February 29, 2012 and 2011.

Intangible Assets

Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of potential impairment exist. Also see Note 7 regarding license agreement.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount.

When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt. When a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Derivative Liabilities

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company expects to use the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management would determine if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

Debt Issue Costs and Debt Discount

Subsequent to year end, the Company entered into an agreement to pay debt issue costs, and in connection with raising funds through the issuance of convertible debt. These costs will be recorded as a debt discount and amortized over the life of the debt to interest expense. When a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts will be immediately expensed.

Share-based payments

The Company recognizes all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.

The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

When computing fair value, the Company may consider the following variables:

●

The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant.

●

The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future.

●

The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 107. SAB 107’s guidance was extended indefinitely by SAB 110.

●

The expected volatility is based on the historical volatility of the Company’s common stock, based on the daily quoted closing trading prices.

●

The forfeiture rate is based on the historical forfeiture rate for unvested stock options.

Fair Value of Financial Instruments

The carrying amounts of the Company’s short-term financial instruments, including cash, prepaid expenses, accounts payable and accrued expenses, approximates fair value due to the relatively short period to maturity for these instruments.

Earnings per share

Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Since the Company reflected a net loss in 2012 and 2011, considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

The Company has the following potential common stock equivalents at February 29, 2012 and 2011:

	February 29, 2012		February 28, 2011

Warrants (1)		-		1,000,000
Convertible debt – related party		280,000		-
Total common stock equivalents		280,000		1,000,000

(1) On January 11, 2012, the 1,000,000 warrants expired unexercised.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Recent Accounting Pronouncements

There are no new accounting pronouncements that are expected to have any material impact on the Company’s consolidated financial statements.

Note 3 Going Concern

As reflected in the accompanying consolidated financial statements, the Company has net cash provided by operations of $169,833 for the three months ended February 29, 2012; and a working capital deficit of $488,398 and a stockholders’ deficit of $209,258 at February 29, 2012.

The ability of the Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financings. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 Equipment

At February 29, 2012 and November 30, 2011, equipment consists of the following:

	2012			2011			Estimated Useful Life

Computer Equipment	$	27,760		$	27,760		5

Less: Accumulated depreciation		(4,828	)		(3,447	)

Equipment, net	$	22,932		$	24,313

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Note 5 Notes Payable – Related Parties

(A)

Period Ended November 30, 2010

During November 2010, the Company’s Chief Executive Officer advanced $10,927. The loan bears interest at 4%, is unsecured and due on demand.

During November 2010, a Company Director advanced $10,000. The loan bears interest at 4%, is unsecured and due on demand.

(B)

Year Ended November 30, 2011

During December 2010, a Company Director advanced $506. The loan bears interest at 4%, is unsecured and due on demand.

During January 2011, the Company’s Chief Executive Officer advanced $832. The loan bears interest at 4%, is unsecured and due on demand.

During January 2011, a Company Director advanced $631. The loan bears interest at 4%, is unsecured and due on demand.

During February 2011, a Company Director advanced $985. The loan bears interest at 4%, is unsecured and due on demand.

During May 2011, the Company repaid all related party advances totaling $23,881.

During October 2011, the Company’s President/Chief Operating Officer advanced $25,000. The loan bears interest at 4%, is unsecured and due on May 31, 2012. The lender may convert the loan into 100,000 restricted shares of the Company at $0.25 per share. The Company has determined that this is conventional convertible debt, with a BCF. See Note 5(D).

During November 2011, the Company’s President/Chief Operating Officer advanced $5,000. The loan bears interest at 4%, is unsecured and due on May 31, 2012. The lender may convert the loan into 80,000 restricted shares of the Company at $0.25 per share. The Company has determined that this is conventional convertible debt, with a BCF. See Note 5(D).

As of November 30, 2011, the Company owed $479 in accrued interest, which has been recorded as a component of accounts payable and accrued expenses.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

(C)

Three Months Ended February 29, 2012

During December 2011, the Company’s President/Chief Operating Officer advanced $20,000. The loan bears interest at 4%, is unsecured and due on May 31, 2012. The lender may convert the loan into 80,000 restricted shares of the Company at $0.25 per share. The Company has determined that this is conventional convertible debt, with a BCF. See Note 5(D).

During January 2012, the Company’s President/Chief Operating Officer advanced $20,000. The loan bears interest at 4%, is unsecured and due on May 31, 2012. The lender may convert the loan into 80,000 restricted shares of the Company at $0.25 per share. The Company has determined that this is conventional convertible debt, with a BCF. See Note 5(D).

During February 2012, the Company’s Chief Executive Officer advanced $2,500. The loan bears interest at 4%, is unsecured and due on demand.

As of February 29, 2012, the Company owes $1,033 in accrued interest, which has been recorded as a component of accounts payable and accrued expenses.

(D) Debt Discount

At February 29, 2012 and November 30, 2011, the Company recorded debt discounts of $70,000 and $30,000, respectively.

The Company used the following variables in determining the BCF:

Stock price (1)	$	0.50
Exercise price	$	0.25

(1)

Based upon recent third party cash offerings at the date of issuance.

At February 29, 2012, the Company amortized $33,786 in debt discount.

The following is a summary of the Company’s convertible debt at February 29, 2012 and November 30, 2011.

	2012			2011
Convertible Debt	$	70,000		$	30,000
Debt Discount		(70,000	)		(30,000	)
Amortization of Debt Discount		33,786			3,571
Convertible Debt – Net	$	33,786		$	3,571

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Note 6 Stockholders’ Deficit

On September 13, 2010, the Company issued 10,000 shares of common stock to its founders for $1 ($0.0001/share). On January 5, 2011, in connection with the re-domiciling to Nevada, these shares were cancelled for no consideration.

(A)

Preferred Stock

On January 28, 2011, the Company issued one share of Series A, preferred stock for $1. This series of preferred stock had a provision that the holder of the one share, a related party controlled by the Company’s Chief Executive Officer and a Director, can vote 50.1% of the total votes. There are no preferences, dividends, or conversion rights.

(B)

Common Stock

In 2011, the Company issued the following shares for cash and services:

Type	Quantity		Valuation		Range of Value per share
Cash		40,330,000	$	318,910	$	0.0001 – 0.50
Cash – related parties		44,800,000		4,480	$	0.0001
License agreement (1)		1,000,000		250,000	$	0.25
Services rendered (2)		4,150,000		50,000	$	0.012
Total		90,280,000	$	623,390	$	0.0001 - $0.50

During the three months ended February 29, 2012, the Company issued the following shares for cash and services:

Type	Quantity		Valuation		Range of Value per share
Cash		200,000	$	50,000	$	0.25
Services rendered		60,000		15,000	$	0.25
Total		260,000	$	65,000	$	0.25

(1) See Note 7(B)

(2) In connection with the stock issued for services rendered, the Company determined fair value based upon the value of the services provided, which was the most readily available evidence.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

(C)

Warrants

On January 11, 2011, the Company issued 1-year warrants for 1,000,000 shares with a consultant, with an exercise price of $1 per share. The warrants were granted for services rendered. The warrants have a fair value of $60,800, based upon the Black-Scholes option-pricing model. The Company used the following weighted average assumptions:

Expected dividends	0	%
Expected volatility	150	%
Expected term	1 year
Risk free interest rate	0.28	%
Expected forfeitures	0	%

						Weighted Average
				Weighted		Remaining
				Average		Contractual
				Exercise		Life in		Intrinsic
	Warrants			Price		Years		Value
Balance - November 30, 2011		1,000,000		$	1.00
Granted		-			-
Forfeited/Cancelled (1)		(1,000,000	)		-
Exercised		-			-
Balance – February 29, 2012 – outstanding		-		$	-				-
Balance – February 29, 2012 – exercisable		-		$	-		-		-

(1)

On January 11, 2012, the 1,000,000 warrants expired unexercised.

Note 7 Related Party Transactions

(A) License Agreement – Former Affiliate of Chief Executive Officer

On November 30, 2010, the Company entered into an exclusive license agreement with a company that is a former affiliate of the Company’s Chief Executive Officer. The license gives the Company the right to utilize Intellectual Property rights (“IP”) and technology licenses to produce high-density short rotation biomass energy crops on an exclusive basis in the United States, Central America, Mexico, and Guam in perpetuity.

If the former affiliate company charges a lesser percentage to another entity, then the first $50,000,000 will be decreased to the lowest percentage charged.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

(B) Stock issued for license

In connection with the license agreement above, the following occurred:

On January 27, 2011, an agreement was executed with Green Oil Plantations Ltd. and their affiliates (“Green Oil”) for an exclusive license of fifty years in exchange for 1,000,000 shares of common stock, having a fair value of $250,000 ($0.25/share), based upon recent cash offerings to third parties, at that time, to utilize Green Oil’s licensed technologies and turnkey model for growing energy crops in North America, South America, Central America and the Caribbean excluding Cuba.

The Company has agreed to pay a royalty fee, as a percentage, of gross revenue as follows:

5% of the first $50,000,000 of gross revenue;

3% of the second $50,000,000 of gross revenue; and

1% of anything in excess of $100,000,000

If the Green Oil charges a lesser percentage to another entity, then the first $50,000,000 will be decreased to the lowest percentage charged.

No such transactions have occurred as of November 30, 2011 and through April 18, 2012.

As of February 29, 2012 and November 30, 2011 the license is summarized as follows:

	2012			2011
License	$	250,000		$	250,000
Accumulated Amortization		(5,452	)		(4,205	)
License – Net	$	244,548			250,000

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Amortization expense for the fiscal years is as follows:

Year Ending November 30,	Amount
2012 (remaining 9 months)	$	3,750
2013		5,000
2014		5,000
2015		5,000
2016		5,000
Thereafter		220,798
Total	$	224,548

Note 8 Formation of Subsidiaries

On January 14, 2011, the Company formed Global Energy Crops Corporation (“GECC”), a 100% wholly owned subsidiary. GECC intends to:

Seek financing from US aid and similar organizations for energy crop growing projects in third world countries for the conversion to electricity and biofuels,

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

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

On January 27, 2011, the Company formed Green Oil Plantations Americas, Inc. (“Green Oil”), a 100% wholly owned subsidiary as the operating company for the exclusive license agreement with Green Oil Plantations, Ltd. (See Note 7(B))

Both of the above subsidiaries are currently inactive except for their formation.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Note 9 Commitments and Contingencies

Commitments

(A) Employment Agreements – Officers and Directors

In January 2011, the Company executed employment agreements with certain officers and directors (three individuals) containing the following provisions:

Term of contract	2-5 years
Salary	$125,000 - $200,000
Salary deferral	All salaries will be accrued until the Company has raised $2,500,000.

(B) Lease Agreement

On March 18, 2011, the Company entered into a 26-month lease that commenced on April 1, 2011 and will expire on May 31, 2013. The Company’s monthly lease payment of $4,150 commenced on July 1, 2011. The Company will amortize rent expense on a straight-line basis over the occupancy period.

Rent expense was $11,014 and $0 for the three months ended February 29, 2012 and 2011, respectively.

Deferred rent payable (component of accounts payable and accrued expenses) at February 29, 2012 and 2011 was $7,183 and $0, respectively. Deferred rent payable is the sum of the difference between the monthly rent payment and the monthly rent expense of an operating lease that contains escalated payments in future periods.

Rent expense for the fiscal years is approximately as follows:

(C) Consulting Agreements

On January 5, 2012, the Company entered into a consulting agreement for financing. The Company paid a retainer fee of $15,000 by issuing 60,000 shares of restricted common stock at $0.25 per share. The fair value of the Company’s common stock was based upon third party cash offerings at that time. The Company expensed this issuance as a component of general and administrative expenses.

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

Note 10 Revenue - other

On February 13, 2012, the Company was engaged by a third party to provide consulting services; The Company will earn fees of $240,000 to be paid in cash or stock as follows:

● $120,000 upon execution of agreement (this amount has been received in the form of 15,000,000 shares ($0.008/share). The quantity of shares issued was determined based upon a formula that would require a discount to market calculation to be performed by the public entity. The Company will record the quantity of shares received as revenues, with a corresponding asset classified as available for sale securities. The fair value of the shares received upon the execution of this agreement was $253,500, as evidenced by the quoted closing trading price.

● $60,000 is due on February 13, 2013; and

● $60,000 is due on February 13, 2014

Fees are payable in the form of cash or common stock of the third party, a public company, at their discretion.

Note 11 Fair Value of Financial Assets and Liabilities

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 29, 2012

Unaudited

• Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company has assets measured at fair market value on a recurring basis. Consequently, the Company had gains and losses reported in the statement of comprehensive income (loss), that were attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period ended February 29, 2012.

The following is the Company’s assets measured at fair value on a nonrecurring basis at February 29, 2012 and February 28, 2011, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

	February 29, 2012		February 28, 2011
Level 1 – None	$	-	$	-
Level 2 – Marketable Securities		195,000		-
Level 3 – None		-		-
Total	$	195,000	$	-

The carrying amounts reported in the balance sheet for available for sale securities, prepaid expenses, accounts payable and accrued expenses, notes payable and convertible debt, approximate fair value based on the short-term nature of these instruments.

Note 12 Subsequent Events

During March and April 2012, the Company’s Chief Executive Officer advanced $22,000. The loans bear interest at 4%, are unsecured and due on demand.

On March 26, 2012, the Company entered into a consulting advisory agreement. The Company is required to pay a fee of 150,000 shares of common stock, having a fair value of $97,500 ($0.65/share), based upon the quoted closing trading price.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Unless the context otherwise requires, The "Company", "we," "us," and "our," refer to (i) BioPower Operations Corporation.; (ii) BioPower Corporation (“BC”), (iii) Green Oil Plantations Americas, Inc. (“GOP”), and (iv) Global Energy Crops Corporation (GECC) .

Overview

BioPower Corporation was incorporated September 13, 2010, in the State of Florida and re-domiciled as BioPower Operations Corporation which was incorporated in the State of Nevada on January 5, 2011.

We are a development stage company and have not yet generated or realized any revenues from planned and principal operations. This means there is substantial doubt that we can continue as an on-going business for the next twelve (12) months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues from planned and principal operations and no such revenues are anticipated until we begin marketing our products to customers. Accordingly, we must raise cash from sources other than revenues generated such as from the proceeds of loans, sale of common shares and advances from related parties.

From inception (September 13, 2010) to February 29, 2012, the company's business operations have primarily been focused on developing our business plan, developing potential products and a biomass project, preparing the S-1 and raising money.

Castor Project

The Company has begun the process to obtain financing for a castor plantation and milling operation to supply castor oil to the U.S.A. and/or international marketplace. We have located a hybrid seed that should result in high yields per acre. We have identified unique growing protocols that also may enhance the yield of seed thus oil by weight. We have identified engineering firms to prepare both general and site specific engineering for permitting and construction purposes. We have identified the mill equipment to process the seed into oil and the agricultural equipment required to facilitate the growing protocols that have been identified. We are currently working on the development of a long-term (greater than one year) purchase agreement for the sale of castor oil. Although we have discussed various potential sites in the center of Florida, we have not made a final determination of the specific location.

The U.S.A. currently imports almost 100% of the castor oil used as a feedstock into the personal care, pharmaceuticals, polymers and plastics, adhesives, coatings and other specialty chemical markets. The Company proposes to develop a project in Florida to grow proven hybrid castor which can be harvested within 110 days per crop. Given the rainfall, the temperature profile and the nature of the soil, it is anticipated that the land when developed will produce 2.6 to 3.0 metric tons of oil seeds per acre based on two crops per year. We will process the seeds into oil (43% of seed weight) with our own, vertically integrated mill which we consider critical to this project.

Based on our ability to obtain financing in this fiscal year, we hope to realize revenues and profits from this operation in 2013.

In addition, at this time we are also in discussions for a potential castor project in South America.

There can be no assurance the above Castor Project will ever be achieved.

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect that we will require additional capital to meet our operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Months Ended February 29, 2012 Compared to the Three Months Ended February 28, 2011

The following analysis reflects the consolidated results of operations of BioPower Operations Corporation and its subsidiaries.

2012	BioPower Operations Corporation		BioPower Corporation			Green Energy Crops Corporation		Green Oils Plantation USA Corporation		Total
Revenue	$	253,500	$	-		$	-	$	-	$	253,500
Cost of sales	$	0	$	-		$	-	$	-	$	0
Gross profit	$	253,500	$	-		$	-	$	-	$	253,500
Operating expenses	$	202,162	$	17,902		$	-	$	-	$	220,064
Depreciation and amortization	$	2,627	$	-		$	-	$	-	$	2,627
Interest expense	$	30,754	$	15		$	-	$	-	$	30,769
Net income (loss)	$	17,957	$	(17,917	)	$	-	$	-	$	40

2011	BioPower Operations Corporation			BioPower Corporation			Green Energy Crops Corporation		Green Oils Plantation USA Corporation		Total
Revenue	$	-		$	-		$	-	$	-	$	-
Cost of sales	$	-		$	-		$	-	$	-	$	-
Gross profit	$	-		$	-		$	-	$	-	$	-
Operating expenses	$	231,789		$	20,162		$	-	$	-	$	251,951
Depreciation and amortization	$			$	-		$	-	$	-	$	-
Interest expense	$	6		$	208		$	-	$	-	$	214
Net income (loss)	$	(231,795	)	$	(20,370	)	$	-	$	-	$	(252,165	)

Three Months Ended February 29, 2012 compared to the Three Months Ended February 29, 2011

The following analysis reflects the consolidated results of operations of BioPower Operations Corporation and its subsidiaries.

Net Revenues. Net revenues were $253,500 for the three month period ended February 29, 2012 compared to $0 for the three month comparable period in 2011for an increase of $253,500. This increase was due to a non-core business consulting agreement paid in stock and valued at the date of agreement.

Cost of Sales. There is no cost of sales as operations have not commenced.

Operating Expenses and Depreciation. Operating expenses and depreciation for the three month period ended February 29, 2012 of $222 691 decreased $29,260(12%) as compared with $251,951 for the three month comparable period ended in 2011.The table below details the components of operating expense, as well as the dollar and percentage changes for the three-month periods ended February 29, 2012 and February 28, 2011.

General and administrative expenses primarily consist of development costs, corporate overhead, accrued payroll and payroll taxes, financial and administrative contracted services for professional fees including legal and accounting, SEC filing fees, insurance and stock based compensation.

	Three Months Ended February 29 and 28,
	2012		2011		$ Change			% Change
Wage and wage related costs	$	151,112	$	77,318	$	73,794			95	%
Professional fees		18,768		162,801		(144,033	)		(88	)%
Insurance costs		15,966		-0-		15,966			-
Rent – building and equipment		11,014		-0-		11,014			-
Travel and related		16,148		4,638		11,510			248	%
Miscellaneous expenses		7,055		7,194		(139	)		(2	)%
Depreciation and amortization		2,627		-0-		2,627			-

Total Operating Exp. & Depreciation	$	222,690	$	251,951	$	29,261			(12	)%

Wage and wage related costs, which includes salaries, commissions, taxes and benefits, increased $73,794(95%), in 2012, which includes three month’s compensation for Ms. Nelson and Messrs. Kohn and Shepherd and an executive assistant as compared with 2011 which includes two months compensation for Directors and Executives Robert Kohn and Bonnie Nelson who commenced their employment January 1, 2011 and one month’s compensation for President & COO Dale Shepherd who commenced his employment February 1, 2011.

Professional fees include legal, accounting, stock transfer agent, SEC filing, and general consulting fees. Professional fees decreased for the three months ended February 29, 2012 versus the same period last year by $144,033 decrease of 88% primarily resulting from a significant decrease in legal and accounting fees incurred in conjunction with the S-1 filing in 2011.

Insurance costs in the three months ended February 29, 2012, were $15,966 compared to $0for the same period in 2011, an increase of $15,966. The increase is attributed to directors’ and officers’ liability insurance and insurance on the office and its contents coverage being bound subsequent to February 28, 2011.

Rent was $11,014 for the three months ended February 29, 2012, as compared to $0 for the same period in 2011, an increase of $11,014, due to the Company’s corporate office rental commencing in April 2011.

Travel expense for the three months ended February 29, 2012 of $16,148 compared to the same period for 2011 of $4,638, or an increase of $11,510 (248%) is a result of increased activity related to fund raising and development of projects.

Miscellaneous expense decreased by $ 139 (2%) to $7,055for the three months ended February 29, 2012, as compared to $7,194for the same period in 2011. The decrease is attributable to a mix of increasing and decreases expenses that are not material by nature.

Depreciation and amortization expense in our operating expenses for the three months ended February 29, 2012 of $2,627compared to$0 the same period for 2011 is a result of the amortization of the license and the patents, and depreciation of office equipment in effect or put into service subsequent to February 28, 2011.

Interest Expense. Interest expense for the three months ended February 29, 2012 was $30,769 compared to interest expense of $214 for the same period last year. The increase in interest expense from 2011 of $30,555 is primarily the result of $30,214 of debt discount on the convertible note for the $70,000 loan to the Company from the President and COO, Dale Shepherd.

Net Income (Loss) and Net Income (Loss) per Share. Net income for the three months ended February 29, 2012 was $40 compared to a net loss of $252,165 for the same period in 2011, for a decreased net loss of $252,205 (100%). Net income per share for the three months ended February 29, 2012was $0.00 compared to a net loss of $0.01per share in the same period for 2011, based on the weighted average shares outstanding of 90,331,648 and 41,114,444, respectively. The decreased net loss for the three months ended February 29, 2012compared to the same period in 2011 arose from the following: (i) increased net revenue of $253,500, (ii) increased wage and wage related costs of $73,794, (iii) decreased professional fees of $144,032, (iv) an increase in insurance costs of $15,966, (v) increased travel and entertainment costs of $11,509, (vi) a decrease in miscellaneous costs of $139, (vii) an increase in rent expense of $11,014, and (ix) an increase in interest expense of $30,555.

Liquidity and Financial Condition

	Three Months Ended
	February 29			February 28
Category	2012			2011

Net cash provided (used) in operating activities	$	(83,667	)	$	(39,128	)
Net cash provided (used) in investing activities		0			0
Net cash provided by financing activities		92,500			311,343

Net increase in cash	$	8,833		$	272,215

Cash Flows from Operating Activities

Net cash used in operating activities was $83,667 for the three month period ended February 29, 2012 as compared with net cash used of $39,128 for the comparable period in 2011 resulting in an increase in cash used of $44,539. The increase in the cash used in operating activities is due to favorable items including a decrease in a net loss of $252,205, an increase in amortization and depreciation of $2,627, a decrease in stock issued for services of $35,000, an increase in amortization of debt discount $30,215, a decrease in warrants issued for services of $60,800, and an increase in accounts payable and accrued liabilities to related parties of $154,581 offset by unfavorable items including an increase in marketable securities of $253,500 received by the Company from a consulting agreement paid in stock, a decrease in accounts payable and accrued liabilities of $134,415, and an increase in prepaid expenses of $453.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $0 for the three months ended February 29, 2012 as compared to $0 for the comparable period in 2011.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended February 29, 2012 cash flows provided by financing activities was $92,500 as compared to $311,343 for the comparable period in 2011. The decrease was a result of less money being received from proceeds from the issuance of common stock offset partially by an increase in loans from related parties. Management is seeking, and expects to continue to seek to raise additional capital through equity or debt financings, including through one or more equity or debt financings to fund its operations, and pay amounts due to its creditors and employees. However, there can be no assurance that the Company will be able to raise such additional equity or debt financing or obtain such bank borrowings on terms satisfactory to the Company or at all.

As of February 29, 2012, our company had a working capital deficit of approximately $488,398.

Cash and Cash Equivalents

Our cash and cash equivalents increased during the three months ended February 29, 2012 by $8,833, compared to an increase in cash and cash equivalents during the same period in 2011 of $272,215. As outlined above, the increase in cash and cash equivalents for the current fiscal period was the result of; (i) cash used by operating activities of $83,667 and (ii) an increase in cash by $92,500 from financing activities.

Working Capital Information - The following table presents a summary of our working capital at the end of each period:

	(Unaudited)
Category	February 29, 2012			November 30, 2011

Cash and cash equivalents	$	14,944		$	6,111

Current assets		216,751			12,465
Current liabilities		705,149			550,031
Working capital (deficit)	$	(488,398	)	$	(537,566	)

Three Month Period Ended February 29, 2012

At February 29, 2012, we had a working capital deficit of $488,398 compared with a working capital deficit at November 30, 2011 of $537,566 or a decrease in working capital deficit of $49,168 (9%). As of February 29, 2012, we had cash equivalents of $14,944 as compared to $6,111 on November 30, 2011. The increase in cash is the net result of our operating and financing activities outlined above.

As of February 29, 2012, our current assets were $216,751 compared to $12,465 in current assets at November 30, 2011. Current assets were comprised of $14,944 in cash, $195,000 in marketable securities and $6,807 in prepaid expenses at February 29, 2012, and $6,111 in cash and $6,354 in prepaid expenses at November 30, 2011. As at February 29, 2012, our current liabilities were $705,149 compared to $550,031 at November 30, 2011. At February 29, 2012, our current liabilities were comprised of accounts payable and accrued expenses of $668,863, notes payable to related party of $2,500 and related party convertible debt of $33,786 as compared to November 30, 2011 with current liabilities comprised of $546,460 in accounts payable and accrued expenses and related party convertible debt of $3,571.

We are a development stage company whose revenue generating activities have not produced sufficient funds for profitable operations, and we have incurred operating losses since inception. Accordingly, we have continued to utilize the cash raised in our financing activities to fund our operations. In addition to raising cash through additional financing activities, we may supplement our future working capital needs through the extension of trade payables and increases in accrued expenses. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing, and the success of our future operations.

Additional Capital

To the extent that additional capital is raised through the sale of our equity or equity-related securities of our subsidiaries, the issuance of our securities could result in dilution to our stockholders. No assurance can be given that we will have access to the capital markets in the future, or that financing will be available on terms acceptable to satisfy our cash requirements, implement our business strategies, If we are unable to access the capital markets or obtain acceptable financing, our results of operations and financial condition could be materially and adversely affected. We may be required to raise substantial additional funds through other means. We have not begun to receive revenues from our cord projects or services at this point. Management may seek to raise additional capital through one or more equity or debt financings or through bank borrowings. We cannot assure our stockholders that our technology and products will be commercially accepted or that revenues will be sufficient to fund our operations.

If adequate funds are not available to us, we may be required to curtail operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our potential projects or products.

PLAN OF OPERATION AND FUNDING

Since inception (September 13, 2010) to February 29, 2012, the Company has incurred a comprehensive loss of $1,028,449 including the start-up, development and administrative costs. We have not yet generated any revenue from planned and principal business operations.

The company incurred expenditures from inception (September 13, 2010) to February 29, 2012 of $1,188,630 for general and administrative costs.

Since inception (September 13, 2010), the majority of the company's time has been spent refining its business plan, conducting industry research, developing potential projects, licensing biomass opportunities, reviewing technologies, preparing an S-1and preparing for additional financing, funding of operations and funding of projects.

The Company is a development stage company focused on growing biomass crops coupled with processing and/or conversion facilities to produce oils, biofuels, electricity and other biomass products.

BioPower is focused on a short term strategy for growing a biomass crop that can be converted into bio oils, biofuels and steam. The Company has begun the process to obtain financing for a castor plantation and milling operation to supply castor oil to the U.S.A. marketplace. We are currently in discussions of a long-term (greater than one year) purchase agreement. The U.S.A. currently imports almost 100% of the castor oil used as a feedstock into the personal care, pharmaceuticals, polymers and plastics, adhesives, coatings and other specialty chemical markets. The Company proposes to develop a project in Florida to grow proven hybrid castor which can be harvested within 110 days per crop. Given the rainfall, the temperature profile and the nature of the soil, it is anticipated that the land when developed will produce 2.6 to 3.0 tons of oil seeds per acre based on two crops per year. We will process the seeds into oil (43% of seed weight) with our own, vertically integrated mill which we consider critical to this project.

In addition, we have been in discussions for a similar potential biomass project in South America.

Our experienced management team also continually searches for biomass products and processes that we believe will provide short term revenue and profitability for the Company. We review business plans and technologies to determine if they meet our potential short-term goals and criteria.

Biomass is all plant and animal matter on the Earth's surface. Harvesting biomass such as crops, trees or dung and using it to generate energy such as heat, electricity or motion, is bioenergy. Biomass is a very broad term which is used to describe material of recent biological origin that can be used either as a source of energy or for its chemical components. As such, it includes trees, crops, algae and other plants, as well as agricultural and forest residues. It also includes many materials that are considered as wastes by our society including food and drink manufacturing effluents, sludge, manures, industrial (organic) by-products and the organic fraction of household waste.

Our long-term strategy, when economic conditions permit, is to grow long-term biomass crops that can be converted into biofuels, oils or electricity. We intend to operate our Company through three wholly-owned subsidiaries, BioPower Corporation, Global Energy Crops Corporation and Green Oil Plantations Americas Inc. Other subsidiaries may be formed as required to operate the Company. BioPower Corporation has an exclusive license for the United States, Central America, Guam, and Mexico from Clenergen Corporation to utilize their biomass growing technologies. Clenergen Corporation is a public company which utilizes genetics applied to selected tree species, namely, Marjestica, Melia dubia and Bamboo. 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 plantation management to grow biomass energy crops.

We estimate our maximum operating expenses and working capital requirements for the next twelve month period to be as follows:

Business development costs for biomass operations	$	3,250,000
Management and Consulting		825,000
General and Administrative		925,000
Total	$	5,000,000

We anticipate that we will be required to raise additional funds through private sales of debt or equity securities of our company, to fund our operations and execute our business plan. There is no assurance that the financing will be completed on terms advantageous to us, or at all. If we are not successful in raising additional funding, we may be forced to curtail or cease some of all of our operations and/or curtail or elect not to proceed with certain aspects of our business plan.

We may also encounter unforeseen costs that could also require us to seek additional capital. As a result, we will need to raise additional debt and/or equity funding. However, no assurance can be given that we will be able to sell any of such securities. An inability to obtain such funding would prevent us from developing any biomass feedstock plantations. Our ability to obtain additional capital also will depend on market conditions, national and global economies and other factors beyond our control. The terms of any future debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.

If we are successful and we are able to raise the entire $5,000,000, we will have sufficient funds to meet business development activity costs for the current fiscal year, and we will be able to implement key aspects of our business plan, including business development costs for our energy growing operations. We would have a total of $1,700,000 remaining for working capital. We expect these amounts will be sufficient to initiate and sustain our business development activities for one year.

Upon successfully 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 for a period up to one year including accruals. The initial annual amounts are $200,000, $150,000 and $125,000 respectively.

The amount and timing of additional funds that might be 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.

OUR CHALLENGES

Our ability to successfully operate our business and achieve our goals and strategies is subject to numerous challenges and risks including for example:

any failure to develop our projects and our inability to sufficiently meet our customers' demands for our products;

any inability to effectively manage rapid growth;

risks associated with future joint ventures, strategic alliances or acquisitions;

economic, political, regulatory, legal and foreign risks associated with alternative energy; and,

any loss of key members of our three (3) management.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, 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 are material to investors.

GOING CONCERN

The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This item is not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2012. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended February 29, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us. As of the date of this Quarterly Report, no director or officer is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On January 5, 2012, the Company entered into a non-exclusive agreement with Halcyon Cabot Partners, an investment banking firm, to act as our advisor to raise up to $5,000,000 in capital and $500,000 in the form of a Bridge Loan. The initial term of the agreement is four months. The Company agreed to pay a retainer fee of $15,000, by issuing 60,000 shares of restricted common stock at $.25 per share. The shares issued are exempt from registration under Sec. 4(2) of the Securities Act of 1933.

In the three months ended February 29, 2012, the Company sold 200,000 shares of common stock to an investor for $50,000. The shares issued are exempt from registration under Sec. 4(2) of the Securities Act of 1933.

The Use of Proceeds was primarily for accounting fees, directors’ and officers’ liability insurance and other general corporate expenses.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION.

No report required.

ITEM 6. Exhibits.

The following exhibits are being filed as part of this Quarterly Report on Form 10-Q.

Exhibit
Number		Exhibit Description

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d- 14(a)

32.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Interactive data files pursuant to Rule 405 of Regulation S-T.*

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 20, 2012	BioPower Operations Corporation

	By:	/s/ Robert D. Kohn
		Robert D. Kohn, Chairman and Chief Executive Officer and Chief Financial Officer