Biopower Operations Corp - Annual Report: 2013 (Form 10-K)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended November 30, 2013

¨	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 000-53274

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: +1 954 202 6660

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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). þ Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (as defined in Rule 12b-2 of the Exchange Act). Check one:

Large accelerated filer	¨	Non-accelerated filer	¨

Accelerated Filer	¨	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

As of March 6, 2014, the last day of the Registrant’s most recently completed first fiscal quarter, the aggregate market value of the shares of the Registrant’s common stock held by non-affiliates (based upon the closing stock price of $0.14 as per the close on Thursday , March 6, was approximately $1,964,029. Shares of the Registrant’s common stock held by each executive officer and director and by each person who owns 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 6, 2014, there were outstanding 30,281,187 shares of the registrant’s common stock, $.0001 par value.

Documents incorporated by reference: None.

BioPower Operations Corporation

Form 10-K

Table of Contents

		Page
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	16
Item 2.	Description of Property	16
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosure	17

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters	17
Item 6.	Selected Financial Data	20
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A	Controls and Procedures	30
Item 9B.	Other Information	31

PART III

Item 10.	Directors and Executive Officers	32
Item 11.	Executive Compensation	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	Principal Accountant Fees and Services	38

PART IV

Item 15.	Exhibits	39

Signatures		44

Financial Statements		F-1

	2

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISK

Statements made in this 10-K 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.

Introductory Comment - Use of Terminology

Throughout this Annual Report on Form 10-K, 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”), Green Energy Crops Corporation (“GECC”), FTZ Exchange LLC. and FTZ Energy Corporation, on a consolidated basis. Unless otherwise indicated, all monetary amounts are reflected in United States Dollars.

PART I

ITEM 1. BUSINESS

Overview

BioPower Operations Corporation ("we," "our," “BioPower”, “BIO” or the “Company") was organized in Nevada on January 5, 2011. The Company and its subsidiaries intend to grow biomass crops coupled with processing and/or conversion facilities to produce oils, biofuels and other biomass products. We also intend to utilize licensed patented technology to convert biomass wastes into products and reduce the amount of waste going to landfills. Further we intend to utilize a licensed technology to convert cellulosic sugars into advanced biofuels.

We are a development stage company and have not yet generated or realized any revenues from business operations. Our auditors have issued a going concern opinion. 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 only generated minimal revenues from a testing agreement and only minimal 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, advances from related parties and consulting agreements.

From inception (September 13, 2010) to November 30, 2013, the company's business operations have been primarily focused on developing our business plan, developing potential products and biomass projects, becoming a trading public company through an S-1 registration statement, raising money and licensing technologies.

Corporate History

On January 6, 2011, we acquired 100% of BioPower Corporation (“BC”), a Florida corporation incorporated on September 13, 2010, by our CEO and Director contributing 100% of the outstanding shares to the Company. As a result, BC became a wholly-owned subsidiary of the Company.

On November 30, 2010, an exclusive license agreement was signed between BC and Clenergen Corporation. BC has the exclusive license for the United States, Central America, Guam and Mexico to utilize Clenergen’s biomass growing technologies.

On January 14, 2011, we formed Global Energy Crops Corporation (“GECC”), a 100% wholly-owned subsidiary for the future development of global business opportunities.

On January 27, 2011, an agreement was signed between Green Oil Plantations Ltd. and their affiliates (“Green Oil”) and the Company for the exclusive fully paid up license for fifty (50) years to utilize Green Oil’s licensed technologies and turnkey model for growing energy crops in North America, South America, Central America and the Caribbean. The Company formed Green Oil Plantations Americas, Inc., as the operating company for this exclusive license.

On August 1, 2011, the SEC declared our S-1 effective.

On April 5, 2012, the Company received notice from The Depository Trust Company "DTC" of the eligibility effective immediately of its common shares for electronic trading under the OTCQB trading symbol "BOPO."

On May 12, 2012 the Company formed FTZ Energy Exchange Inc., a 100% wholly-owned subsidiary for the future development of an energy exchange.

On June 7, 2012, the Company’s Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC, (“FTZ”) a 100% wholly owned subsidiary, to the Company for no consideration. FTZ is a licensing company that licenses business know-how and technology to build transaction fee based exchanges for the sale of products and services in vertical markets.

On August 2, 2012, the Company formed Agribopo, Inc., a 100% wholly-owned subsidiary for the development of biomass related projects.

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On November 27, 2012 the Company entered into a non-exclusive global license with Advanced Green Technologies, LLC. to convert biomass wastes from animals, humans and cellulosic biomass to Cellulosic ethanol, fertilizer and other derivative products.

As of November 30, 2012, we consider the Green Oils license worthless as the Licensor cannot provide the due diligence necessary for funding projects through traditional project finance. The Company intends to put a stop on the transfer of any common stock paid for this license.

On November 13, 2013 we entered into a joint venture agreement and formed MicroSynergy, LLC, a 50-50 joint venture for the exclusive distribution of a cellulosic advanced biofuels technology. We have to meet certain Milestones to maintain exclusivity, otherwise we would have a non-exclusive license. The Company believes that we met Milestone 1 but we have received notification from our joint venture partner that we did not meet Milestone 1.

The Company and its subsidiaries, have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.

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

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

Our Business

The Company is a development stage company and intends to grow biomass crops coupled with processing and/or conversion facilities to produce oils, biofuels, electricity and other biomass products. We also intend to utilize licensed patented technology to convert biomass wastes into products and reduce the amount of waste going to landfills. Further we intend to utilize a licensed technology to convert cellulosic sugars into advanced biofuels. Last, we intend to utilize our FTZ Exchange subsidiary to help create internet exchanges through licensing our business know how.

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.

Initially we developed a strategy to license and grow long-term biomass products that take five to seven years to reach maturation. After commencing development activities we recognized that the economic climate for lending and investment is focused on shorter term returns of two to three years. Therefore, BioPower analyzed various shorter term biomass technologies and market niche opportunities. As a result, we developed short term plans to produce and sell biomass products which we call our Castor project. We have deferred our plans for the development of our long-term, licensed biomass products until specific funding can be obtained for such long-term projects.

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Castor Project

On July 2, 2013, the Company entered into agreements for the first stage of a project to develop a castor plantation and milling operation in the Republic of Paraguay with offshore entities (aka “Ambrosia” and “Developer”) for the testing and development of a project with up to $10,000,000 in financing upon certification of the castor yield test. Under the terms of the Testing Services Agreement (the “TSA”), the Developer will provide the land, pay costs for the testing and pay the Company a monthly project management fee of $45,000 and reimbursement of expenses during the test period for subcontractors on the ground in Paraguay. The Company will provide project management testing services through the testing phase for up to 12 months until the successful certification of the yield from growing castor is proven, subject to material and adverse events. Once Ambrosia approves the project, then under the Castor Master Farm Management Services Agreement, the $10,000,000 to be invested from Ambrosia will go towards the development and operations of the first stage of the castor plantation and the building of the mill and its operations. The Company will earn 6% of the net income for ten years or have an option to become a 20% owner of the project. The Company began the initial test phase in Paraguay on March 20, 2013, and subject to the terms of the TSA, is entitled to project management fees. The Company recorded consulting revenue as other income of $469,173 during the year ended November 30, 2013, in connection with services provided under the TSA. Because of significant bad weather conditions and flooding in Paraguay, the testing is on-going and the management fees continue to be paid.

We have identified the following regarding a castor plantation and milling operation: Buyers of castor oil in the U.S.A.; a hybrid seed that should result in high yields per acre; unique growing protocols that also may enhance the yield of seed thus oil by weight; engineering firms to prepare both general and site specific engineering for permitting and construction purposes; the mill equipment to process the seed into oil and the agricultural equipment required to facilitate the growing protocols that have been identified. The U.S.A. currently imports castor oil for use into the personal care, pharmaceuticals, polymers and plastics, adhesives, coatings and other specialty chemical markets.

We intend 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 a, vertically integrated mill which we consider critical to this project.

There can be no assurance that the South American Castor project tests will be successful and that we will ever commence the project or be profitable.

BioPower intends to create a special purpose entity (“SPE”) company for each biomass project. Every SPE must have a sustainable, biomass growing project with facilities to process the biomass into saleable products possibly coupled with an end use agreement. This end use agreement may enable the SPE to obtain financing based upon the potential profitability of each project. The Company intends to offer ownership in our initial SPEs to partners and investors who can provide land and money. The role BioPower will fulfill in each SPE is executive and general management, procurement of funding and development of markets for the sale of biomass and biomass products. The initial focus for biomass business opportunities will be in the United States of America, the Caribbean, South America and Central America.

Licensed Technology

We have obtained a non-exclusive global License from Alternative Green Technologies LLC until June 2029 when the patent expires. The license is for the patented cellulosic ethanol one-step enzyme technology which converts wastes from poultry, hogs, humans and sugar to products such as cellulosic sugars, fertilizer, ethanol and other products, including animal feed, that can be produced by mixing the high protein content converted waste with feed stock additives.

BioPower intends to focus initially on Municipalities who have a need to reduce their costs of the handling of sewage by utilizing the Company's licensed technology to reduce costs by utilizing the enzymes to reduce the amount of sewage and by converting a portion of the sewage into products that do not have to go to the landfill but can be used for energy and fertilizer. The utilization of biomass residues is of paramount importance to achieve environmental sustainability by harnessing the potential of renewable resources in the production of clean energy and value added products. The Company will also target Fortune 500 companies that seek solutions for their waste sugars.

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We pay our Licensor 50% of any sub-license fees that we receive. We also pay our Licensor 12% of all royalties on all revenues we earn from utilizing the technology. This 12% is calculated on the basis of net gross revenues which equal gross revenues less all direct costs associated with the production of the revenues.

The patented technology is a one-step platform that integrates enzymatic fermentation process that requires no pretreatment of the feedstock before fermentation. During the fermentation process the bacteria within the wastes are inactivated by the injected proprietary microbes that also hydrolyze natural biopolymers and simultaneously convert the hydrolyzed fermentable sugars into ethanol.

The process can also convert human waste which is reduced by the enzymes and also from the conversion to ethanol and CO₂. Once commercialized, BioPower believes that the process will allow sewage treatment plants to reduce their sludge volumes and create saleable Class A fertilizer in lieu of delivering pressed sludge to a landfill in an environmentally unsound method. The process allows farmers to utilize the bacteria free solids to be sold and utilized as an environmentally safe soil amendment or fertilizer. Savings result from less energy used in the processing of sludge, elimination of the hauling and landfill costs of treated sludge, and the added profit from ethanol and fertilizer sales. Water utilized in the fermentation stage is recycled back into the process minimizing waste streams from the process.

Cellulosic Sugars

We formed a 50-50 exclusive joint venture in November, 2013 utilizing a technology to convert cellulosic sugars into advanced biofuels. We had to meet two milestones to maintain the exclusivity worldwide, or we will have a non-exclusive license to the technology.

FTZ Exchange, LLC

On June 7, 2012, the Company’s Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC, (“FTZ”) a 100% wholly owned subsidiary, to the Company for no consideration. FTZ is a licensing company that licenses business know-how to build transaction fee based exchanges for the sale of products and services.

Health Exchange

FTZ had been in the development stage of a health exchange since January, 2012. FTZ owned 50% of the Qx Health Exchange with Quture, Inc. This exchange was for the sale of health products and services for the communities of health product manufacturers, insurance companies, hospitals, physicians, healthcare providers, medical tourism and patients. Quture and FTZ needed to raise significant funds to build out the exchange. Quture determined that they wanted to proceed with their main product line in 2013 and no longer wanted to pursue funding for the Health Exchange. FTZ has put the health exchange on the shelf. Only if we found a potential joint venture partner in the health field or funding would we proceed to develop a health exchange. There can be no assurance such health partner or funding will ever materialize or that a health exchange will ever be launched.

Capacity Exchange

FTZ had executed a Strategic Alliance with Capacity 360, LLC to develop excess capacity transactions. Capacity 360, LLC is a company that assists Global 2000 corporations and other corporations to develop excess capacity strategies to optimize and monetize their unused, under-utilized manufacturing capacities and assets, with the goal of meeting each corporation's strategic goals. Capacity 360 needs to raise funding for their exchange. There can be no assurance such funding will ever be achieved or that the capacity exchange will ever be launched.

FTZ Energy Exchange Corporation

FTZ Energy Exchange Corporation was incorporated on May 14, 2012 as a wholly-owned subsidiary of BioPower to launch an energy exchange. FTZ will require funding to launch an energy exchange. There can be no assurance such funding will ever be achieved or that the energy exchange will ever be launched.

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Business Environment

BioPower has three main business drivers. The primary business driver is to fulfill the need for environmentally friendly, profitable and sustainable products. A second driver is the Company is focused on converting wastes into energy such as biofuels, electricity or other valuable products and third, .the search for energy alternatives focused on replacement of hydrocarbon based products, which is one of the concerns of governments, scientists and businesses worldwide.

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

The energy crop growing industry is fragmented worldwide with Universities and energy crop production labs spending the last 15-20 years doing research and development on the best energy crop yields. The renewable energy industry is extremely competitive in general, with competitors ranging from the largest tree growing company, International Paper; utilities such as Exelon, Southern Cos., Duke; large oil companies such as BP and Exxon; and smaller technology companies and early stage renewable energy companies.

There can be no assurance that our plans relating to castor will ever be achieved.

Many companies have developed solutions for the handling of poultry, hog, sugar and human wastes. The Company’s patented license utilizes a one-step enzyme process to convert wastes as opposed to more costly two step enzymatic processes in the market today. Companies also use recycling, composting and compacting of sludge to reduce the amount of waste going to the landfill. In the United States, sludge is a significant problem with few solutions being utilized other than composting, compaction and land filling.

There can be no assurance that our plans related to the use of this patented technology will ever be achieved.

Regulation

The Company will comply with all U.S.A. and foreign laws and regulations that apply to our agricultural production, mill operation, safety and environmental standards or are otherwise applicable to our business, processes and products.

Business Development

We are focused on the completion of testing for our Paraguay Castor project. If successful, we will then consider developing other castor projects. Various elements are needed to put together a successful castor project including financing for the project, a long-term contract for the sale of bio oils, execution of agreements with engineering and construction contractors, procurement of mill and farming equipment, purchase of land for the mill and purchase/lease for agricultural operations.

Further, we are focused on utilizing our license for the patented process to convert poultry, hog, sugar and human wastes into ethanol, fertilizer and other products. Our initial target markets include municipalities and major companies that produce sugar.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration

We have a non-exclusive global license agreement from AGT Technologies LLC until the patent expires in June 2029, for a patented one-step enzyme process which converts sugar, poultry, hog and human wastes into ethanol and fertilizer. We have to pay our Licensor 50% of any sub-license fees that we receive. We also pay our Licensor 12% of all royalties on revenues produced from utilizing the technology. This 12% is calculated on the basis of net gross revenues which equal gross revenues less all direct costs associated with the production of the revenues.

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Effect of existing or probable governmental regulations on the business

The U.S. Department of Agriculture and other foreign, U.S., state and local agencies have regulations for growing biomass crops. We intend to use biomass crops that have been approved or can be approved by governmental agencies for growing in the U.S.A. or other countries in the Americas. We are aware that we must obtain permits from the appropriate governmental agencies to implement our business model. We will operate in the same regulatory environment as all other biomass crop growing operations that are dealing with governmental regulations. There can be no assurance that we would receive such permits or licenses.

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

As a recently incorporated company, we have not undertaken any substantive R&D activities, nor do we intend to have substantial R&D activities. Our intention is to have third parties who license the products provide R&D services necessary for use in their commercial application. We have licensed technologies which require testing procedures for the validation for commercialization of the products. During these testing procedures, we may discover improvements or breakthroughs that can lead to further advances of the existing technology. We will always strive to improve our licensed products as we utilize them for various commercial applications.

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

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

Number of total employees and number of full-time employees

We presently have four employees, Robert Kohn, our Chairman and Chief Executive Officer, Bonnie Nelson, Director of Business Strategy, Dr. Marco Baez-Velasquez, Chief Science and Technology Officer and Danielle Novikova, an accountant. We also use various consultants and advisors. We intend to hire additional employees for project development and to manage and staff our operations as we raise capital and complete specific milestones that would require these employees. Each specific special purpose entity that is created for each biomass project will hire their own employees and staff for growing and milling operations. In the meantime, we will rely on present management, consultants and advisors to direct our business.

ITEM 1A. RISK FACTORS

An investment in our securities should be considered highly speculative due to various factors, including the nature of our business and the present stage of our development. An investment in our securities should only be undertaken by persons who have sufficient financial resources to afford the total loss of their investment. In addition to the usual risks associated with investment in a business, you should carefully consider the following known material risk factors described below and all other information contained in this report before deciding to invest in our Common Stock. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected.

Risks Relating to our Business

We are subject to a going concern opinion from our independent auditors.

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended November 30, 2013, relative to our ability to continue as a going concern. We had a working capital deficit of ($1,676,825) and we had a deficit accumulated during the development stage of ($3,587,165), as at November 30, 2013. Because our auditors have issued a going concern opinion, it means there is substantial uncertainty we will continue operations in which case you could lose your investment. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. As such we may have to cease operations and investors could lose their entire investment.

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We have had no operations to date and have earned no operating revenues to date.

We have had no operations to date and no operating revenues. We expect to incur losses in the coming fiscal year, and possibly beyond, due to significant costs associated with our business development activities. There can be no assurance that we will be able to successfully implement our business plan, or that our business development activities will ever lead to us generating sufficient revenues to fund our continuing operations or that we will ever generate positive cash flow from our operations. Further, we can give no assurance that we will attain or thereafter sustain profitability in any future period. Since our resources are presently very limited, insufficient future revenues would result in termination of our operations, as we cannot sustain unprofitable operations unless additional equity or debt financing is obtained.

We have had no operations to date, and are competing with well-established companies in our business sector, and may never achieve profitability.

To date the Company has been focused on raising money and business development activities. We are faced with all of the risks associated with a company in the early stages of development. Our business is subject to numerous risks associated with a relatively new, undercapitalized company engaged in our business sector. Such risks include, but are not limited to, competition from well-established and well-capitalized companies and unanticipated difficulties regarding the marketing and sale of our products. There can be no assurance that we will ever generate significant commercial sales or achieve profitability. Should this be the case, our common stock could become worthless and investors in our common stock or other securities could lose their entire investment.

We need to obtain a significant amount of debt and/or equity capital to commence castor projects, other than the Paraguay Castor Project, build milling operations and operate plantations, which we may not be able to obtain on acceptable terms or at all.

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

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

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

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

Our projects may be adversely affected if our license agreement with AGT Technologies, LLC is terminated.

Our license agreement does provide that the licensor may terminate such agreements under certain circumstances. Such events include but are not limited to, our failure to perform or observe any of our obligations or our filing of bankruptcy.

In the event that our license agreement is terminated by the licensor as provided in the license agreement, our business developments may be materially and adversely affected.

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

The number of biomass plantation management companies with the necessary expertise to manage the biomass plantations is limited. We will be dependent on our relationships with third parties for their expertise. Any loss of, or damage to, these relationships, particularly during the planting and start-up period for the plantations, may significantly delay or even prevent us from continuing operations at these plantations and result in the failure of our business. The time and expense of locating new plantation management companies could result in unforeseen expenses and delays. Unforeseen expenses and delays may reduce our ability to generate revenue and significantly damage our competitive position in the industry.

We will be required to hire and retain skilled technical and managerial personnel.

Personnel qualified to operate and manage our future plantations and product sales are in great demand. Our success depends in large part on our ability to attract, train, motivate and retain qualified management and skilled employees, particularly managerial, technical, sales and marketing personnel, technicians, and other critical personnel. Any failure to attract and retain the highly-trained managerial and technical personnel may have a negative impact on our operations, which would have a negative impact on our future revenues. There can be no assurance that we will be able to attract and retain skilled persons; and, the loss of skilled technical personnel would adversely affect our company.

We are dependent upon our officers for management and direction, and the loss of any of these persons could adversely affect our operations and results.

We are dependent upon Mr. Robert Kohn, our Chief Executive Officer and Bonnie Nelson, Director of Strategy and a Director. The loss of Mr. Kohn or Ms. Nelson, a director, could have a material adverse effect upon our results of operations and financial position. We do not maintain “key person” life insurance for any of our officers. The loss of any of our officers could delay or prevent the achievement of our business objectives.

Delays or defects could result in delays in our proposed future production and sale of castor oil and other products and negatively affect our operations and financial performance.

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

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

Liability costs associated with environmental cleanups of contaminated sites historically have been very high as have been the level of fines imposed by regulatory authorities upon parties deemed to be responsible for environmental contamination. If contamination should take place for which we are deemed to be liable, potentially liable or a responsible party, the resulting costs could have a material effect on our business.

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

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

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

Dependence on permitting and government regulations as relates to seeds and additives.

We need permitting and government approvals to bring seeds and additives into many countries from outside the country’s borders. There can be no assurance that we will obtain such approvals.

Our joint ventures and strategic alliances may not achieve their goals.

We expect to rely on joint ventures and strategic alliances for land acquisition and development, plantation, planting, growing and management, sale and marketing of products, funding of projects and project development other than our Paraguay Castor Project. Even if we are successful in forming these alliances, they may not achieve their goals.

Dependence upon our officers without whose services Company Operations could cease.

At this time, Robert Kohn, who has extensive experience in the energy and fuels business, is primarily responsible for the development and execution of our business plan. Mr. Kohn has a long-term employment contract with the Company commencing January 2011; however after two years the contract may be terminated by the officer. If Mr. Kohn should choose to leave us for any reason before we have hired additional personnel, our operations may fail. Even if we are able to find additional personnel, it is uncertain whether we could find qualified management who could develop our business along the lines described herein or would be willing to work for compensation the Company could afford. Without such management, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment. We do not maintain “key person” life insurance for any of our officers.

We do not have a traditional credit facility with a financial institution. This absence may adversely impact our operations.

We do not have a traditional credit facility with a financial institution, such as a working line of credit. The absence of a facility could adversely impact our operations, as it may constrain our ability to have the working capital for inventory purchases or other operational requirements. If adequate funds are not otherwise available, we may be required to delay, scale back or eliminate portions of our business development efforts. Without credit facilities, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

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

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

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

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

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Our Paraguay Castor testing project may not be successful.

Because of significant bad weather and flooding conditions, our testing project in Paraguay has been delayed. Until the test results are confirmed to meet the testing agreement standards and subject to material events, we cannot go forward with the castor project.

Our failure to manage growth effectively could impair our success.

In order for us to expand successfully, management will be required to anticipate the changing demands of a growth in operations, should such growth occur, and to adapt systems and procedures accordingly. There can be no assurance that we will anticipate all of the changing demands that a potential expansion in operations might impose. If we were to experience rapid growth, we might be required to hire and train a large number of sales and support personnel, and there can be no assurance that the training and supervision of a large number of new employees would not adversely affect the high standards that we seek to maintain. Our future will depend, in part, on our ability to integrate new individuals and capabilities into our operations, should such operations expand in the future, and there can be no assurance that we will be able to achieve such integration. Failure to manage growth effectively during an expansion in our operations (should such an expansion occur) could adversely affect our business, financial condition and results of operations.

Changes in generally accepted accounting principles could have an adverse effect on our business, financial condition, cash flows, revenue and results of operations.

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

The Company is controlled by its officers and directors and new investors will not have any voice in our management, which could result in decisions adverse to them.

Our directors and officers collectively own or have the right to vote approximately 37% of our outstanding Common Shares. In addition, on January 28, 2011, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series A Preferred Stock. The Certificate was approved by the Board and did not require shareholder vote. The Certificate created a new class of preferred stock known as Series A Preferred Stock. There is one share designated as Series A Preferred Stock. One share of Series A Preferred Stock is entitled to 50.1% of the outstanding votes on all shareholder voting matters. Series A Preferred Stock has no dividend rights and no rights upon a liquidation event. On January 31, 2011, the Company issued one share of Series A Preferred Stock to China Energy Partners, LLC, an entity controlled by Mr. Robert Kohn, our Chief Executive Officer and a Director and Ms. Bonnie Nelson, a Director, with each owning 50% of that entity. Through this entity, Mr. Kohn and Ms. Nelson are empowered with supermajority voting rights despite the amount of outstanding voting securities they each own.

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

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	-	election of our board of directors;

	-	removal of any of our directors;

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

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

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

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission (the “SEC”), have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time consuming and costly. We expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage.

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

Risks Relating to our Common Shares and the Trading Market

We may, in the future, issue additional Common Shares which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 100,000,000 Common Shares with par value of $0.0001 per share and 10,000 shares of Preferred Stock with par value of $1.00 per share. The future issuance of our authorized Common Shares and Preferred Stock, to the extent that it is convertible into shares of common stock, may result in substantial dilution in the percentage of our Common Shares held by our then existing stockholders. The issuance of Common Shares in the future for cash, future services or acquisitions or other corporate actions may have the effect of diluting the value of the Common Shares held by our investors, and might have an adverse effect on any trading market for our Common Shares.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

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

There is no established trading market for our securities and purchasers of our securities may have difficulty selling their shares.

Our stock began to trade on the OTC QB market February 17, 2012. An active trading market in our securities may not develop or, if developed, may not be sustained and purchasers of the Common Shares may have difficulty selling their shares should they desire to do so.

Our Common Shares are subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted regulations that generally define a "penny stock" to be any equity security other than a security excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended. For the purposes relevant to our Company, it is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.

Our Common Shares will be regarded as a “penny stock”, since our shares aren’t to be listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for our shares is less than $5.00 per share. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. To the extent these requirements may be applicable they will reduce the level of trading activity in the secondary market for the Common Shares and may severely and adversely affect the ability of broker-dealers to sell the Common Shares.

United States securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this Offering.

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

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

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

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

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

If we do not comply with the state regulations in regard to the sale of these securities or find an exemption therefrom there may be potential limitations on the resale of your stock.

With few exceptions, every offer or sale of a security must, before it is offered or sold in a state, be registered or exempt from registration under the securities, or blue sky laws, of the state(s) in which the security is offered and sold. Similarly, every brokerage firm, every issuer selling its own securities and an individual broker or issuer representative (i.e., finder) engaged in selling securities in a state, must also be registered in the state, or otherwise exempt from such registration requirements. Most states securities laws are modeled after the Uniform Securities Act of 1956. To date, approximately 40 states use the Uniform Securities Act of 1956 as the basis for their state blue sky laws.

However, although most blue sky laws are modeled after the Uniform Securities Act of 1956 blue sky statutes, they vary widely and there is very little uniformity among state securities laws. Therefore, it is vital that each state's statutes and regulations be reviewed before embarking upon any securities sales activities in a state to determine what is permitted, or not permitted, in a particular state. While we intend to review the blue sky laws before the distribution of any securities in a particular state, should we fail to properly register the securities as required by the respective states or find an exemption from registration, then you may not be able to resell your stock once purchased.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

On June 3, 2013, the Company entered into a twenty-four month lease at approximately $2,000 monthly plus CAM which approximates $4,100 monthly that commenced on June 1, 2013, and expires on May 31, 2015. The office space is approximately 2,000 square feet and includes five executive offices, a lunchroom and conference room.

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ITEM 3. LEGAL PROCEEDINGS

From time to time, we 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 from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us.

ITEM 4. MINE SAFETY PROCEDURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Our Common Stock

Our common stock is presently listed on the OTC QB market. On August 1, 2011, the SEC declared our registration statement on form S-1 effective. We were notified by FINRA on Friday, February 10, 2012, that we were approved to commence trading under the stock symbol “BOPO”. We commenced trading on Friday, February 17, 2012. There can be no assurance that a market for our common stock will be sustained. Therefore, purchasers of our shares may be unable to sell their securities, because there may not be a sustainable public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

On September 7, 2013 we affected a 1 for 5 reverse of our common stock and authorized shares outstanding. Our authorized capital consists of 100,000,000 common shares, par value $0.0001 per share (“Common Stock”), Holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. At February 28, 2014, 30,281,187, shares of our Common Stock are outstanding. Our shares of Common Stock are held by approximately 193 stockholders of record. The number of record holders was determined from the records of our transfer agent and NOBO lists.

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

Approximately, 27,903,364 shares of common stock are restricted securities as such term is defined under Rule 144 promulgated by the SEC, in that they were issued in private transactions not involving a public offering.

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For the period indicated, the following table sets forth the high and low closing prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Fiscal Year 2013	High ($)	Low ($)
Fourth Quarter (1)	0.23	0.04
Third Quarter	0.30	0.05
Second Quarter	0.65	0.05
First Quarter	1.25	0.35

Fiscal Year 2012	High ($)	Low ($)
Fourth Quarter	0.75	0.30
Third Quarter	2.45	0.70
Second Quarter	3.75	1.10
First Quarter	3.75	2.75

(1)	BOPO commenced trading an effective 1 for 5 reverse on September 7, 2013.

Dividends

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.

Sale of Unregistered Securities

On January 11, 2011, the Company issued 830,000 shares to a consultant for investor relations, consulting and IT services. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

As of January 18, 2011, the Company sold 16,780,000 shares of our common stock at par value $0.0005, for $8,390, comprised of 6,700,000 shares of common stock to officers and directors of the Company, and the balance of 10,080,000 common shares of stock to ten (10) related parties of officers and directors totaling 7,970,000 common shares of stock of which the officers and directors disclaim beneficial ownership. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On January 27, 2011, the Company issued 200,000 shares to Green Oil Plantations for an exclusive license for North, South, Central America and the Caribbean.

The Company accepted subscription agreements on February 2, 2011, for sales of 240,000 shares of our common stock at a price of $1.25 per share with no commissions paid, for total proceeds of $300,000. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On August 26, 2011, the Company sold 6,000 shares of our common stock for $2.50 per share under the effective registration statement. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 434(b) of the Securities Act.

On February 22, 2012, the Company sold 40,000 shares of our common stock for $1.25 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On March 26, 2012, the Company issued 30,000 shares of our common stock at $3.25 per share to an investment banker for services to be rendered primarily for project finance funding of Castor operations. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

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On June 7, 2012 the Company issued 6,000 shares of our common stock as payment for services rendered to a non-management director and an additional 4,000 shares for his position as Chairman of the audit committee. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On October 18, 2012 a note holder exchanged $50,000 in debt for 40,000 shares at $1.25 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act. The Company also recorded 40,000 shares which were issued for cash of $50,000 in the prior year as a common stock payable which was reversed in the current year. The shares were recognized in the year ended November 30, 2013.

On February 5, 2013, the Company issued 42,813 shares of the Company’s stock as payment for investor relations services at $0.80 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On May 4, 2013, the Company issued 40,000 shares of the Company’s stock as payment for investor relations services at $0.80 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 10, 2013, the Company issued 416,667 shares of its common stock at $0.06 per share to a third party to settle debt of $25,000. The Company recorded a loss on the settlement of debt of $19,165.

On June 21, 2013, the Company issued to a non-management director, in full satisfaction of director’s fees, Chairman of audit committee fees and consulting fees, 200,000 shares of its common stock at $0.06 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 21, 2013, the Company issued 894,900 shares of its common stock at $.09 per share to its Chief Executive Officer in full satisfaction of amounts due to him for reimbursable expenses, amounting to $53,694. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 21, 2013, the Company issued its Chief Executive Officer 707,500 shares of its common stock at $.06 per share in full satisfaction of his notes payable, amounting to $40,500, along with accrued interest of $1,950. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 21, 2013, the Company issued 1,000,000 shares of its common stock to its Director of Business Strategy in full satisfaction of amounts due to her for reimbursable expenses, amounting to $60,000. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 21, 2013, the Company issued 3,122,800 shares of its common stock at $.06 per share to two investors in full satisfaction of notes payable, amounting to $183,306, along with accrued interest of $4,062. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

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On June 25, 2013, the Company granted 1,500,000 shares of common stock at $.09 per share to a consultant for business services to be provided over a twelve month period. The shares will vest after one year of service. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 25, 2013, a note holder exchanged $50,000 in debt for 40,000 shares at $1.25 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 25, 2013, the Company accepted subscription agreements for sales of 215,000 shares of our common stock at a price of $0.06 per share with no commissions paid, for total proceeds of $12,900. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

Securities authorized for issuance under equity compensation plans

As of the date of this Annual Report, we do not have any securities authorized for issuance under any equity compensation plans and we do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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”), (iv) Global Energy Crops Corporation (GECC), FTZ Exchange LLC. and FTZ Energy Exchange Corporation.

Overview

BioPower Operations Corporation was incorporated in Nevada on January 5, 2011. On January 6, 2011, we acquired 100% of BioPower Corporation (“BC”), a Florida corporation incorporated on September 13, 2010, by our CEO and Director contributing 100% of the outstanding shares to the Company. As a result, BC became a wholly-owned subsidiary of the Company.

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On January 14, 2011, we formed Global Energy Crops Corporation (“GECC”), a 100% wholly-owned subsidiary for the future development of global business opportunities.

On August 1, 2011, our S-1 was approved by the Securities and Exchange Commission. On October 3, 2011, we closed the S-1.

On May 12, 2012 we incorporated FTZ Energy Exchange Corporation, a 100% wholly-owned subsidiary for the future development of an energy exchange.

On August 2, 2012, the Company formed Agribopo, Inc., a 100% wholly-owned subsidiary for the development of biomass related projects.

On November 27, 2012 the Company entered into a non-exclusive global license with Advanced Green Technologies, LLC. to convert biomass wastes from animals, humans and sugar manufacturers to ethanol, fertilizer and derivative products including animal feed.

As of November 30, 2012, we consider the Green Oils license worthless as the Licensor has not provided the due diligence necessary to enable funding for projects.

On November 13, 2013 we entered into a joint venture agreement for the exclusive distribution of a cellulosic ethanol technology. We have to meet certain Milestones to maintain exclusivity, otherwise we would have a non-exclusive license. The Company believes that we met Milestone I but we have received notification from our joint venture partner that we did not meet Milestone 1. At this time, we are in discussions regarding the exclusivity of this Agreement.

We are a development stage company and have not yet generated or realized any revenues from business operations. Our auditors have issued a going concern opinion. 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 and no 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 November 30, 2013, the company's business operations have been primarily focused on developing our business plan, developing a castor oil project, becoming a trading public company through an S-1 registration statement, raising money, and more recently, licensing technologies that can convert sugar, human, poultry and hog wastes into products such as advanced biofuels, fertilizer and derivative products.

The Company is focused on growing biomass crops coupled with processing and/or conversion facilities to produce oils, biofuels, electricity and other biomass products. We also intend to utilize licensed patented technology to convert biomass wastes into products and reduce the amount of waste going to landfills. Further we intend to utilize a licensed technology to convert cellulosic sugars into advanced biofuels.

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Castor project

We entered into a testing contract for a Castor project in South America with a landowner who would provide initially 1681 hectares of land and the initial investment of approximately $10 Million USD financing for the project including a mill, provided the test was successful. In late March 2013, we began initial testing operations which could take up to a year or more to complete. This included planning for the test, helping the management for the clearing of the land and the planting of the castor. The Company’s consultants have been working in South America for the past year. We set up a special purpose entity wherein the Company would receive certain fees and a percentage of profits.

Because of bad weather and flooding the test is on-going. If successful, the project could grow to 20,000 hectares over the next 5 years. The Company had minimal revenues in 2013 from the testing which was accounted for as non-operating revenues. There can be no assurance that the South American Castor project testing will be successful or that we will ever commence operations or be profitable.

Licensed Technology

We have a non-exclusive global License for a patented one-step enzyme technology which converts wastes from poultry, hogs, humans and sugar to products such as fertilizer, cellulosic ethanol and other products. The patent expires in June 2029. We pay our Licensor 50% of any sub-license fees that we receive. We also pay our Licensor 12% of all royalties on all revenues we earn from utilizing the technology. This 12% is calculated on the basis of net gross revenues which equal gross revenues less all direct costs associated with the production of the revenues.

BioPower intends to focus initially on Municipalities who have a need to reduce their costs of the handling of sewage by utilizing the Company's licensed technology to reduce operating and landfill costs by reducing sewage with its licensed enzymes and converting a portion of the sewage into products that do not have to go to the landfill but can be used for energy and fertilizer. The utilization of biomass residues is of paramount importance to achieve environmental sustainability by harnessing the potential of renewable resources in the production of clean energy and value added products.

The process can also convert human waste which is reduced from the conversion of it to ethanol and CO₂. Once commercialized, BioPower believes that the process will allow sewage treatment plants to potentially reduce their sludge volumes and create saleable Class A fertilizer in lieu of delivering pressed sludge to a landfill in an environmentally unsound method. Further savings result from less energy used in the processing of sludge, elimination of the hauling costs of treated sludge, reduced costs for land filling because of reduced volumes of sludge, and the added profit from ethanol and fertilizer sales. Water utilized in the fermentation stage is recycled back into the process minimizing waste streams from the process.

Cellulosic Sugars

FTZ Exchange, LLC

On June 7, 2012, the Company’s Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC, (“FTZ”) a 100% wholly-owned subsidiary, to the Company for no consideration. FTZ is a licensing company that licenses business know-how to build transaction fee based exchanges for the sale of products and services.

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Health Exchange

FTZ had been in the development stage of a health exchange since January, 2012. FTZ owned 50% of the Qx Health Exchange with Quture, Inc. (“QUTR”). This exchange, if and when fully developed, was for the sale of health products and services for the communities of health product manufacturers, insurance companies, hospitals, physicians, healthcare providers, medical tourism and patients. Quture and FTZ needed to raise significant funds to build out the exchange. Quture determined that they wanted to proceed with their main product line in 2013 and no longer be involved in the Health Exchange. FTZ has put the health exchange on the shelf. Only if we found a potential joint venture partner in the health field or investor would we proceed to develop a health exchange. There can be no assurance such health partner or investor will ever materialize or that a health exchange will ever be launched.

Capacity Exchange

FTZ executed a Strategic Alliance with Capacity 360, LLC to develop excess capacity transactions leading to the build out of a capacity exchange. Capacity 360, LLC is a company that assists Global 2000 and smaller corporations to develop excess capacity strategies to optimize and monetize their unused, under-utilized manufacturing capacities and assets, with the goal of meeting each corporation's strategic goals. Capacity 360 needs to raise funding for the exchange. There can be no assurance such funding will ever be achieved or that the capacity exchange will ever be launched.

FTZ Energy Exchange Corporation

PLAN OF OPERATION

Since inception (September 13, 2010) to November 30, 2013, the Company has spent a total of $3,223,629 on the general and administrative costs. We have not yet generated any revenue from business operations.

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 technologies, reviewing technologies, preparing an S-1and preparing for additional financing, funding of operations and funding of projects.

The Company is a development stage company primarily focused on (1) growing castor coupled with processing and/or conversion facilities to produce oils and (2) utilizing patented technology to convert sugar, human, hog and poultry wastes into ethanol, fertilizer and derivative products.

We entered into a testing contract for a Castor project in Paraguay with a landowner who would provide initially 1681 hectares of land and the initial investment of approximately $10 Million USD financing for the project including a mill, provided the test was successful. In late March 2013, we began initial testing operations. To date the testing is on-going. The Company’s consultants have been working in South America for the past year. We set up a special purpose entity wherein the Company would receive certain fees and a percentage of profits provided the test is successful. If successful, the project could grow to 20,000 hectares over the next 5 years. The Company had minimal revenues of $469,173 in 2013 from the testing which was accounted for as non-operating revenues. There can be no assurance that the South American Castor project testing will be successful or that we will ever commence operations or be profitable.

Second, we are focused on utilizing our Joint Venture patented technology to convert cellulosic sugars to ethanol and advanced biofuels.

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Third, we are focused on utilizing patented licensed technology to reduce sludge and convert human wastes to fertilizer and ethanol. Municipal sewage facilities are our first target for the utilization of this process.

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

Business development costs	$	300,000
Research & development costs including patents		150,000
Management and Consulting		300,000
General and Administrative		250,000
Total	$	1,000,000

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 $1,000,000, we will have sufficient funds to meet business development costs, management and consulting fees, and research and development 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 and use of the license for the patented biomass waste conversion process. We would have a total of $250,000 remaining for working capital. We expect these amounts will be sufficient to initiate and sustain our business development activities for one year.

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 as discussed more fully in the section titled "Risk Factors," 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 management.

You should read and consider the information set forth in "Risk Factors" and all other information set forth in this filing.

Regulation

The Company will comply with all U.S.A. and foreign regulations and laws where they apply to agricultural production, mill operation, safety and environmental standards.

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CONSOLIDATED RESULTS OF OPERATIONS

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

Fiscal 2013 as Compared with Fiscal 2012

2013	BioPower Operations Corp		BioPower Corporation		FTZ Exchange, LLC		Total
Operating expenses (1)	$	(1,158,743)	$	(137,303)	$	-	$	(1,296,046)
Depreciation and amortization	$	5,552	$	-	$	-	$	5,552
Other income (expense) (2)	$	(262,087)	$	220,957	$	-	$	(41,130)

Net income (loss) (1)	$	(1,426,382)	$	83,654			$	(1,342,728)

2012	BioPower Operations Corp		BioPower Corporation		FTZ Exchange, LLC		Total
Operating expenses (1)	$	(912,773)	$	(57,766)	$	(3,779)	$	(974,318)
Depreciation and amortization	$	(10,552)	$	-	$	-	$	(10,552)
Consulting Revenue	$	63,571	$	-	$	-	$	63,571
Other income (expense)	$	(352,638)	$	(511)	$	-	$	(353,149)
Net income (loss) (1)	$	(1,212,392)	$	(58,277)	$	(3,779)	$	(1,274,448)

(1)

Includes $400.00 for Global Energy Crops Corporation and Green Oils Plantations of America filing fees of $150.00 each and FTZ Energy Corporation $100.00 in filing fees.

(2)

Includes Consulting Income of $248,448.

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

Operating Expenses and Depreciation. Operating expenses and depreciation for the year ended November 30, 2013, increased $316,728 (32%) to $1,301,598 for 2013 as compared to $984,870 for the same period in 2012. The table below details the components of operating expense, as well as the dollar and percentage changes for the year ended November 30.

For Years Ended November 30,
	2013		2012		$ Change		% Change
Stock based compensation	$	305,373	$	-	$	305,373	100	%
Wage and wage related costs		621,674		551,243		70,431	13	%
Professional fees		170,348		232,530		(62,182)	-27	%
Insurance costs		3,772		45,853		(42,081)	-92	%
Rent - building and equipment		46,589		44,058		2,531	6	%
Travel and related		81,582		61,000		20,582	34	%
Miscellaneous expenses		66,708		39,634		27,074	68	%
Depreciation and amortization		5,552		10,552		(5,000)	-47	%

Total Operating Exp. & Depreciation	$	1,301,598		984,870	$	316,728	32	%

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Wage and wage related costs, which includes salaries, commissions, taxes and benefits, increased $70,431 (13%). The increase is due to two new employees starting in January 2013, increase in Director of Business Development salary in April 2013 and a decrease of the salary of the President and COO who resigned in 2012.

Professional fees include legal, accounting, stock transfer agent, SEC filing, banking consulting fees, and general consulting fees. Professional fees decreased for the year ended November 30, 2013 versus the same period in 2012 by $62,182 (-27%) primarily due to a decrease of $97,500 for investment banking consulting fees

Insurance costs in the year ended November 30, 2013, were $3,772 compared to $45,853 for the same period in 2012, a decrease of $42,081 (-92%). The decrease is attributable to the cost of directors’ and officers’ liability insurance in 2012 which was not in effect in 2013.

Rent increased by $2,531 (6%) to $46,589 in the year ended November 30, 2013, as compared to $44,058 for the same period in 2012, due to a new lease for the Company’s corporate office rental commencing in June 2013.

Travel expense for the year ended November 30, 2013 of $81,582 as compared to the same period for 2012 of $61,000 for an increase of $20,582 (34%) is a result of increased business development travel and travel associated with our development of licensed technologies in 2013.

Miscellaneous expense increased by $27,074 (68%) to $66,708 for the year ended November 30, 2013, as compared to $39,634 for the same period in 2012. The increase is attributable to a mix of increases and decreases in expenses that are not material in aggregate.

Depreciation expense in our operating expenses for the year ended November 30, 2013 of $5,552 compared to the same period for 2012 of $10,552 decreased as a result of the amortization of the license in 2012.

Other Income (Expense). Other income (expense) includes interest income, interest expense, consulting income and expense and other non-operating income. Other expense for the year ended November 30, 2013 was $41,130 compared to other expense of $289,758 for the same period last year. The decrease in other expense from 2012 of $248,628 was primarily the result of an increase in consulting income of $195,163. For the year ended November 30, 2013 there was a loss on settlement of debt of $190,921 and a loss on marketable securities of $76,050, due to the securities being deemed worthless.

Net Loss and Net Loss per Share. Net loss for the year ended November 30, 2013 was $1,342,728, compared to $1,274,448 for the same period in 2012, for an increased net loss of $68,280. Net loss per share for the year ended November 30, 2013 was $0.06 compared to $0.01 in the same period for 2012, based on the weighted average shares outstanding of and 23,531,311 and 18,056,000, respectively. The increased net loss for the year ended November 30, 2013 compared to the same period in 2012 arose from the following: (i) non-operating loss on settlement of debt and accrued expenses of $190,021, (ii) loss on impairment of available-for sale-marketable securities and an increase in wages and stock based compensation of $445,431. This increase was partially offset partially by an increase in net consulting revenues of $195,163.

We did not have any operating revenues during the years ended November 30, 2013 and 2012, or since inception in September of 2010.

We incurred operating expenses of $1,301,598 and $984,870 for the years ended November 30, 2013 and 2012, respectively. Our operating expenses primarily consisted of development, accounting, audit and legal, consulting, employee accrued salaries, stock based compensation and administrative expenses.

The Company realized a net loss from continuing operations of $1,342,728 and $3,587,165 for the year ended November 30, 2013 and since inception in 2010, respectively.

Liquidity and Capital Resources

The Company does not currently have sufficient resources to cover on-going expenses and expansion. As of November 30, 2013, the Company had cash of $109,172 and current liabilities of $1,825,095. Our current liabilities include accrued expenses and salaries of related parties of $1,098,786. Our operations used $747,489 in cash since inception in September 2010. We have historically financed our operations primarily through private placements of common stock, loans from third parties and loans from our Officer.

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We plan on raising additional funds from investors to implement our business model. In the event we are unsuccessful, this will have a negative impact on our operations.

LIMITED OPERATING HISTORY: NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. 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. We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See "Risk Factors"). To become profitable and competitive, we must develop and execute the business plan. We must raise funds over the next twelve (12) month period partially through advances from related parties, sale of securities; and, we will seek alternative financing through means such as borrowings from institutions or private individuals. There are no assurances that third party borrowings or financings are available to the Company and, if so, under the terms and conditions acceptable.

Critical Accounting Policies

Principles of Consolidation

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

Development Stage

The Company's audited consolidated financial statements are presented as those of a development stage enterprise as defined in FASB ASC 915 because since September 2010 it has not commenced operations that have resulted in significant revenue. The Company’s efforts have been devoted primarily to activities related to raising capital and activities working toward the development of our first biomass project and utilization of a license with a patented technology for the conversion of wastes including poultry, hog, human and sugar. 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 operating revenues since inception.

Going concern

As reflected in the accompanying audited consolidated financial statements, the Company has a net loss of $1,342,728 and net cash used in operations of $236,578 for the year ended November 30, 2013; and a working capital deficit of $1,676,825 and a deficit accumulated during the development stage of $3,587,165 at November 30, 2013.

The ability of the Company to continue as a going concern is dependent on Management's plans, which include 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 audited 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 consolidated 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.

Issuance of Common Stock and Warrants

On February 22, 2012, the Company sold an investor 40,000 shares of our common stock at par value $0.0001 for $1.25 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

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On March 26, 2012, the Company entered into a consulting agreement. The Company paid a fee of 30,000 shares of common stock, having a fair value of $97,500 ($3.25/share), based upon the quoted closing trading price. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 7, 2012, the Company paid director fees of 6,000 shares, to an outside Director and 4,000 shares to the same outside Director for his role as Chairman of the Audit committee. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On October 18, 2012 a third party lender who had advanced $50,000 during April and May 2012, converted the loan into 40,000 restricted shares of the Company at $1.25 per share. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

On June 21, 2013, the Company issued 894,900 shares of its common stock at $.06 per share to its Chief Executive Officer in full satisfaction of amounts due to him for reimbursable expenses, amounting to $53,694. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

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On June 25, 2013, the Company granted 2,000,000 shares each to its Chief Executive Officer and Director of Business Strategy of its common stock at $.09 per share, in exchange for converting accrued expenses and note payable and continuing to work without full pay. The shares will vest after one year of service. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act. The aggregate grant date fair value of the awards amounted to $360,000, which will be recognized as compensation expense over the vesting period. The Company recorded $150,000 of compensation expense during the year ended November 30, 2013 with respect to this award. Total unrecognized compensation expense related to unvested stock awards at November 30, 2013 amounts to $210,000 and is expected to be recognized over a weighted average period of 0.6 years.

On June 25, 2013 Company accepted subscription agreements for sales of 215,000 shares of our common stock at a price of $0.06 per share with no commissions paid, for total proceeds of $12,900. The foregoing issuance of the shares was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discusses our exposure to market risk related to changes in interest rates.

We have no debt. As a result, we have no exposure to market risk caused by fluctuations in interest rates.

The securities in our investment portfolio are not leveraged and are subject to minimal interest rate risk. [Due to their original maturities of twelve months or less, the securities are classified as cash and cash equivalents or short-term investments. Because of the short-term maturities of our investments, we do not believe that a change in market rates would have a significant negative impact on the value of our investment portfolio. While a hypothetical decrease in market interest rates by 10 percent from the December 31, 2011 levels would cause a decrease in interest income, it would not result in loss of principal.

The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. To achieve this objective in the current economic environment, we maintain our portfolio in cash equivalents or short-term investments, including obligations of U.S. government-sponsored enterprises and money market funds. These securities are classified as cash and cash equivalents or short-term investments and consequently are recorded on the balance sheet at fair value. We do not utilize derivative financial instruments to manage our interest rate risks.]

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's consolidated audited financial statements for the fiscal years ended November 30, 2013 and 2012, together with the report of the independent certified public accounting firm thereon and the notes thereto, are presented beginning at page F-1.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer/chief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon its current evaluation, the Company has concluded that the Company's current disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO, as appropriate, to allow timely decisions regarding required disclosure.

Management identified the following material weakness in our internal control over financial reporting as of November 30, 2013:

We do not have a formal review process in place for the financial reporting process.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

Management assessed the effectiveness of our internal control over financial reporting as of November 30, 2013. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on our assessment, we determined that, as of November 30, 2013, our internal control over financial reporting was not effective based on those criteria. The Company's management, including its Chief Executive Officer and Principal Financial Officer, does not expect that the Company's disclosure controls and procedures and its internal control processes will prevent all errors. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple errors or mistakes.

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The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission, which permanently exempt smaller reporting companies.

Changes in Internal Controls over Financial Reporting

Other than the material weakness that was identified, there have not been any significant changes in our internal control over financial reporting during the fiscal year ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation of a Material Weakness in Internal Control Over Financial Reporting

We recognize the importance of the control environment as it sets the overall tone for the organization and is the foundation for all other components of internal control. Consequently, we intend to design and implement remediation measures to address the material weakness and enhance our internal control over financial reporting. The following actions will be taken to remediate the material weakness in internal control over financial reporting as of the date of this filing:

We have retained a new accounting firm with the appropriate level of knowledge, skills and experience in financial accounting and reporting to help us put a formal review process in place for the financial reporting process.

We have examined significant accounts and will improve related account reconciliations; and

We have changed our monitoring practices concerning the review of significant accounts and transactions and related financial results and reporting.

We are committed to a strong internal control environment and will continue to review the effectiveness of our internal controls over financial reporting and other disclosure controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

Name	Age	Position

Robert D. Kohn	63	Chairman of the Board, Chief Executive Officer and Chief Financial Officer

Bonnie Nelson	62	Director and Director of Business Strategy


Michael Dinkes Esq. C.P.A.	73	Director and Chairman of the Audit Committee

Robert Kohn, CEO and Chief Executive Officer, Director and Co-Founder

Mr. Kohn has been a director and officer of BioPower Corporation of Florida since September 13, 2010, and has been integrally involved in the formation and development of this business. At present, this role requires 100% of his time. From July 2009 until September 2010, Mr. Kohn was the Chief Financial Officer of Proteonomix, Inc., a public company involved in stem cell research. Mr. Kohn from November 2009 to September 2010 had also been a consultant to Clenergen Corporation, a reporting issuer and was also a board member until January 25, 2011. From 2006 to 2008, Mr. Kohn was the CEO and CFO of Global Realty Development Corp. and was hired to liquidate multiple Australian real estate development companies, which he accomplished. From 1999 – 2002, Mr. Kohn was the co-founder and CEO of AssetTrade which today is GoIndustry with approximately 1,300 employees in 20 countries. From 1996 to 1999 Mr. Kohn was President of Entrade (“energy trading”), a subsidiary of Exelon Corporation, one of the largest electric utilities in the United States. Mr. Kohn has a B.B.A. in accounting from Temple University and is a C.P.A. and formerly a tax consultant with Deloitte Touché.

Bonnie Nelson, Director and Director of Business Strategy, Co-founder

Ms. Nelson has been a director of BioPower Corporation of Florida since September 13, 2010, and has been integrally involved in the formation and development of this business. Ms. Nelson currently sits on the Board of Directors of Allied Artists and was a Board Advisor to Clenergen Corporation in 2010. From 1990 to present, with a career spanning over 20 years of investment and merchant banking, Ms. Nelson has extensive experience in consulting and corporate finance for public and private companies. Ms. Nelson has been responsible for developing and guiding many corporate turnarounds, joint ventures and strategic alliances. Bonnie Nelson was the prior owner and CEO of the Wall Street brokerage firm, Vanderbilt Securities, Inc. from 1983-1990. At Vanderbilt, she was specifically responsible for taking companies public, OTC trading, mergers and acquisitions, and the development of joint ventures and strategic alliances for her clients.

Michael Dinkes, Esq., C.P.A. Director

Mr. Dinkes has been a Director of the Company since April 26, 2012. He serves as the Chairman of the Audit committee. Mr. Dinkes has been an independent C.P.A. in his own practice from 2008 to present. He has been a Senior Tax Partner of Lazar, Levine and Felix LLP from 1996 until 2008. He was the President and Chief Operating Officer of DHB Capital, an American Stock Exchange Company from 1992 to 1996. Mr. Dinkes has a J.D. from NYU School of Law and is admitted to practice in the State of New York. Mr. Dinkes is also a C.P.A. and admitted to practice in the States of New York and Connecticut. He earned a B.B.A. from Baruch School of Business.

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Board Committees

We currently have an audit committee but do not have nominating or compensation committees. Currently, Michael Dinkes, Esq. C.P.A. is the Chairman of the Audit Committee. Our entire board of directors is responsible for the functions that would otherwise be handled by these committees. We intend, however, to establish, a nominating committee and a compensation committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and approving our salary and benefit policies (including stock options), including compensation of executive officers.

Audit Committee Financial Expert

The Board of Directors has determined that Michael Dinkes, Esq., C.P.A. is our Audit Committee financial expert, as defined under Item 407(d)(5)(i) of Regulation S-K.

Code of Ethics

We have adopted a code of ethics that applies to all of our employees and officers, and the members of our Board of Directors. A copy of the code of ethics has been previously filed as Exhibit 14.1.

Section 16(a) Beneficial Reporting Compliance

Directors, executive officers and holders of more than 10% of our outstanding common stock are required to comply with Section 16(a) of the Securities Exchange Act of 1934, which requires generally that such persons file reports regarding ownership of transactions in securities of the Company on Forms 3, 4, and 5. Based solely on its review of such forms received by it, the Company believes that all Section 16(a) filing requirements applicable to its officers and directors were complied with during the fiscal year ended November 30, 2013.

	33

ITEM 11. EXECUTIVE COMPENSATION

The following is a summary of the compensation we accrued for our executive officers, for the two fiscal years ended November, 2012 and 2011.

Summary Compensation Table

Name and Position(s)	Year	Salary($)		Total Compensation

Robert D. Kohn (1)	2013	$	200,000	$	200,000
CEO and Director	2012	$	200,000	$	200,000

Bonnie Nelson (2)	2013	$	173,333	$	173,333
Director and Director of Business Strategy	2012	$	125,000	$	125,000

Dale S. Shepherd (3)	2013	$	0	$	0
President and COO	2012	$	0	$	0

(1)	Mr. Kohn was appointed as our Chief Executive Officer, Chief Financial Officer, Secretary and Director on January 5, 2011.

(2)	Ms. Nelson was appointed as our Director and Director of Business Strategy on January 5, 2011.

(3)	Mr. Shepherd was appointed as our President and Chief Operating Officer effective February 1, 2011 and resigned on August 9, 2012.

On January 5, 2011, each of Mr. Kohn, Mr. Shepherd and Ms. Nelson entered into employment agreements with the Company. Each contract stipulates that unpaid salary amounts shall accrue if unpaid; such salary amounts have been verbally agreed to be unpaid, but accrue. The general terms of the contracts are as follows:

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

Term: Five years, Two years and Five years

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

Ms. Nelson’s Base Salary was amended on April 1, 2013 to $200,000 per annum.

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

Stock Options. Each shall be entitled to participate in all stock option plans of the Company in effect during the Term of employment. There are presently no stock option plans.

Incentive, Savings and Retirement Plans. During the Term of Employment, each shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable to other key executives of the Company and its subsidiaries, in each case comparable to those currently in effect or as subsequently amended. Such plans, practices, policies and programs, in the aggregate, shall provide the Executive with compensation, benefits and reward opportunities at least as favorable as the most favorable of such compensation, benefits and reward opportunities provided at any time hereafter with respect to other key executives. No such programs presently are in place.

Welfare Benefit Plans: During the Term, each person and/or his family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its subsidiaries (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs), at least as favorable as the most favorable of such plans, practices, policies and programs in effect at any time hereafter with respect to other key executives. In August 2012, the Board of Directors agreed to set a policy that would reimburse the executives up to $2,000 per month for medical expenses and up to $500 for home office expenses on a use or lose basis for each month.

	34

Vacation. Each shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time hereafter with respect to other key executives of the Company and its subsidiaries; provided, however, that in no event shall Executive be entitled to fewer than three weeks paid vacation per year, as well as pay for holidays observed by the Company.

Optional Termination. Each party, after two (2) years, with 30 days’ notice, may terminate the agreement, upon which termination he shall receive a payment valued at his base salary for one (1) year.

Termination without Cause: Upon termination without cause, each shall be entitled to a payout of all remaining salary amounts for duration of the contract (one year minimum), and the receipt of the value of any benefits for the period of one year from termination.

The Company's directors who are also employees do not receive remuneration from the Company unless approved by the Board. No compensation has been paid to the Company's directors since inception. Mr. Dinkes, an outside Director received 30,000 shares of common stock as a Director and 20,000 shares of stock as Chairman of the audit committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information concerning beneficial ownership of our capital stock as of February 28, 2013 by:

¨	each stockholder, or group of affiliated stockholders, who owns more than 5% of our outstanding capital stock;

¨	each of our named executive officers;

¨	each of our directors; and

¨	all of our directors and executive officers as a group.

The following table lists the number of shares and percentage of shares beneficially owned based on 30,281,187 shares of Common Stock outstanding as of February 28, 2014.

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or exercisable within 60 days of January 12, 2012 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of January 12, 2012 are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

Name	Office	Shares Beneficially Owned (1)		Percent of Class (2)

Officers and Directors

Robert D. Kohn	Director and CEO, CFO		7,297,400	24.10	%

Michael Dinkes, C.P.A. Esq.	Director		210,000	.66	%

Bonnie Nelson	Director and Director of Business Development & Strategy		5,805,000	19.17	%

All officers and directors as a group (3 persons named above)			13,312,400	43.96	%

	35

Security Ownership of Certain Beneficial Owners

The following table sets forth all of the beneficial owners known to us to own more than five (5) percent of any class of our voting securities as of February 28, 2014.

		Amount and Nature of Beneficial
Title of Class	Name and Address of Beneficial Owner*	Ownership	Percent of Class (1)

Common	Robert Kohn	7,297,400 Direct	24.10	%

Series A Preferred Stock	China Energy Partners, LLC (2)	1 Indirect	100	%

Common	Riskless Partners, LLC (3)	5,805,000 Direct	19.17	%

Series A Preferred Stock	China Energy Partners, LLC (2)	1 Indirect	100	%

*The address of each shareholder is c/o BioPower Operations Corporation, 1000 Corporate Drive, Suite 200, Fort Lauderdale, Florida, 33334.

(1) The percent of class is based on the total number of shares outstanding of 30,281,187, as of March 8, 2014, and excludes 8,100,000 shares owned by certain related parties.

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

(3) The sole managing member of Riskless Partners, LLC is Ms. Bonnie Nelson, a director and Director of business development. Ms. Nelson has sole voting and dispositive control of the shares of common stock owned by Riskless Partners, LLC.

(4) Included in Robert Kohn and Bonnie Nelson amount of shares is 2,000,000 shares each which vest in June 2014.

Securities Authorized for Issuance under Equity Compensation Plan

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

On January 18, 2011, the Company sold 3,695,000 shares of its common stock at par value of $0.0005 for $1,847.50 in cash to Robert Kohn, our co-founder, Chairman, CEO and a director of the Company and 3,320,000 shares of its common stock to certain related parties for $1,660.00 of which Mr. Kohn disclaims beneficial ownership.

On January 18, 2011, the Company sold 2,805,000 shares at par value of $0.0005 per share to Riskless Partners LLC, and entity controlled by Bonnie Nelson, a co-founder and director, for total proceeds of $1,402.50 in cash and 4,650,000 shares of its common stock to certain related parties for $2,325.00 of which Ms. Nelson disclaims beneficial ownership.

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

On February, 1, 2011, the Company sold 200,000 shares of its common stock at par value of $0.0005 per share for $100 in cash to Dale Shepherd, our former President and COO.

On June 25, 2013, the Company granted 2,000,000 shares each to its Chief Executive Officer and Director of Business Strategy of its common stock at $.06 per share, in exchange for converting accrued expenses and note payable and continuing to work without full pay. The shares will vest after one year of service.

Aside from the transactions identified herein, there are no other transactions nor are there any proposed transactions in which any of our directors or nominees, executive officers, or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

The Company’s Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board.

Mr. Kohn, a director and officer of the Company holds a total of 7,297,400 common shares and Ms. Nelson a Director holds 5,805,000 common shares of the Company and together as partners in China Energy Partners LLC hold Series A Preferred stock which entitles them to vote 50.1% of the issued and outstanding shares of common stock of the Company.

Director Independence

As of the date of this filing, we have one independent director.

The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:

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

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

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

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

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

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

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following lists fees billed by MaloneBailey LLP auditors for the Company from the quarter ended 8/31/2013 and year ended 11/30/2013 and for Berman & Co., auditors for the Company, for the year ended November 30, 2012 and through the quarter ended 5/31/2013:

	2013		2012

Audit Fees	$	19,000	$	24,564
Audit Related Fees				1,500
Tax Fees		-		-
All Other Fees				16,936

In the event that we should require substantial non-audit services, the audit committee would pre-approve such services and fees.

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PART IV

ITEM 15. EXHIBITS

EXHIBITS

Number	Description

3.1	Articles of Incorporation	Previously filed(1)

3.1(a)	Amendment to Articles of Incorporation	Previously filed(1)

3.1(b)	Certificate of Designation of the Rights, Preferences and Privileges
	Of Series A Preferred Stock of BioPower Operations Corporation	Previously filed(1)

3.2	Bylaws	Previously filed(1)

4.1	Specimen of Stock Certificate	Previously filed(1)

5.1	Legal Opinion & Consent of Attorney	Previously filed

10.1	Employment Agreement between Robert Kohn and the Company dated January 5, 2011.	Previously filed(1)

10.2	Employment Agreement between Bonnie Nelson and the Company dated January 5, 2011.	Previously filed(1)

10.3	Employment Agreement between Dale Shepherd and the Company dated January 5, 2011.	Previously filed(1)

10.4	Lock-Up Agreement between the Company and the Ford Irrevocable Trust, dated January 18, 2011	Previously filed(2)

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10.5	Lock-Up Agreement between the Company and the Fox Irrevocable Trust, dated January 18, 2011	Previously filed(2)

10.6	Exclusive License Agreement between Clenergen Corporation and BioPower Corporation, dated November 30, 2010	Previously filed(5)

10.7	Form of Subscription Agreement for Offering	Previously filed(2)

10.8	Exclusive Fully Paid Up License Agreement between Green Oil Plantations LTD.	Previously filed (4)
	and BioPower Operations Corporation

10.9	Warrant to Purchase 1,000,000 shares of Common Stock of BioPower Operations Corporation, dated January 11, 2011	Previously filed(2)

10.10	Lock-Up Agreement between the Company and Robert Kohn, dated January 18, 2011	Previously filed(2)

10.11	Lock-Up Agreement between the Company and Janet Kohn, dated January 18, 2011	Previously filed(2)

10.12	Lock-Up Agreement between the Company and Noslen, LLC, dated January 31, 2011	Previously filed(2)

10.13	Lock-Up Agreement between the Company and LB Persistence, LLC, dated January 31, 2011	Previously filed(2)

10.14	Lock-Up Agreement between the Company and the David B. Cohen 2011 Irrevocable Trust, dated January 31, 2011	Previously filed(2)

10.15	Lock-Up Agreement between the Company and the Cohen Family 2011 Irrevocable Trust, dated January 31, 2011	Previously filed(2)

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10.16	Lock-Up Agreement between the Company and E10ST LLC, dated January 31, 2011	Previously filed(2)

10.17	Lock-Up Agreement between the Company and the Jessica Leopold Irrevocable Trust, dated January 31, 2011	Previously filed(2)

10.18	Lock-Up Agreement between the Company and Green Oil Plantations, Ltd, dated March 9, 2011	Previously filed(2)

10.19	Lock-Up Agreement between the Company and Dale Shepherd, dated January 23, 2011	Previously filed(2)

10.20	Lock-Up Agreement between the Company and Riskless Partners, LLC, dated January 18, 2011	Previously filed(2)

10.21	Lock-Up Agreement between the Company and TipTop Irrevocable Trust, dated January 19, 2011	Previously filed(2)

10.22	Amended Exclusive License Agreement between Clenergen Corporation and BioPower Corporation, dated March 9, 2011	Previously filed(2)

10.23	Demand Note, dated November 30, 2010, issued to Mr. Robert Kohn	Previously filed (4)

10.24	Demand Note, dated November 30, 2010, issued to Ms. Bonnie Nelson	Previously filed (4)

10.25	Sublease, dated March 18, 2011 between the Company and Carlson Wagonlit Travel, Inc.	Previously filed (5)

10.26	Amended Exclusive License Agreement between Clenergen Corporation and BioPower Corporation, dated March 9, 2011	Previously filed (4)

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10.27	Letter Agreement by and between the Company and Halcyon Cabot Ltd. dated January 5, 2012	Previously filed

10.28	Quture Advisory Agreement dated February 13, 2012 (7)

10.29	Dale Shepherd, President of BioPower, Loan Agreement dated February 22, 2012	Previously filed

21.1	List of Subsidiaries	Previously filed(2)

23.1	Consent of Independent Registered Public Accounting Firm	Previously Filed (6)

23.2	Consent of Gersten Savage LLP (included in Exhibit 5.1)	Previously Filed (6)

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31.1		Certifications of Robert Kohn pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to 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

Footnotes:

(1)	Incorporated by reference to our Registration Statement on Form S-1 (Reg. No. 333-172139) filed with the SEC on February 09, 2011.
(2)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated March 16, 2011.

(3)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated April 8, 2011.

(4)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated April 29, 2011.

(5)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated May 18, 2011.

(6)	Filed as an Exhibit to the Company’s Registration Statement on Form S-1, dated July 21, 2011.

(7)	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 17, 2012.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	BIOPOWER OPERATIONS CORPORATION.

Date: March 17, 2014	By:	/s/ Robert Kohn
		Robert Kohn
		Chief Executive Officer, Chief Financial Officer, Director (principal executive officer and principal financial officer)

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BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Financial Statements

November 30, 2013 and 2012

F-1

CONTENTS

		Page(s)

Reports of Independent Registered Public Accounting Firms

Balance Sheets – As of November 30, 2013 (Consolidated) and November 30, 2012		F-4

Statements of Operations – Year Ended November 30, 2013 (Consolidated), from September 13, 2010 (Inception) to November 30, 2012, and from September 13, 2010 (Inception) to November 30, 2012 (Consolidated)		F-5

Statement of Stockholders’ Deficit – From September 13, 2010 (Inception) to November 30, 2013		F-6

Statements of Cash Flows – Year Ended November 30, 2013 (Consolidated), from September 13, 2010 (Inception) to November 30, 2012, and from September 13, 2010 (Inception) to November 30, 2012 (Consolidated)		F-7

Notes to Consolidated Financial Statements		F-8 - F-21

	F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

BioPower Operations Corporation

Fort Lauderdale, Florida

We have audited the accompanying consolidated balance sheet of BioPower Operations Corporation and its subsidiary (a development stage company) (collectively, the “Company”) as of November 30, 2013, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended November 30, 2013 and the period from September 13, 2010 (inception) through November 30, 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the period from September 13, 2010 (inception) through November 30, 2012 were audited by other auditors whose report dated March 15, 2013 expressed an unqualified opinion, with an explanatory paragraph discussing the Company’s ability to continue as a going-concern. Our opinion on the consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the period from September 13, 2010 (inception) through November 30, 2013, insofar as it relates to amounts for prior periods through November 30, 2012, is solely based on the report of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BioPower Operations Corporation and its subsidiary as of November 30, 2013 and the results of their operations and their cash flows for the year then ended and the period from inception through November 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit as of November 30, 2013 and has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 14, 2014

	F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:

BioPower Operations Corporation

We have audited the accompanying consolidated balance sheets of BioPower Operations Corporation and Subsidiaries, (a development stage company) as of November 30, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the years ended November 30, 2012 and 2011 and the period from September 13, 2010 (inception) to November 30, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of BioPower Operations Corporation and Subsidiaries as of November 30, 2012 and 2011, and the results of its operations and comprehensive loss, and its cash flows for the years ended November 30, 2012 and 2011 and the period from September 13, 2010 (inception) to November 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has a net loss of $1,274,448 and net cash used in operations of $242,190 for the year ended November 30, 2012. The Company also has a working capital deficit of $1,483,467 and a stockholders’ deficit of $1,478,046 at November 30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Berman & Company, P.A.

Boca Raton, Florida

March 15, 2013

	F-4

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Balance Sheets

	November 30, 2013		November 30, 2012

Assets
Current Assets
Cash	$	109,172	$	16,956
Accounts receivable		27,840		-
Available-for-sale securities		-		38,250
Prepaid expenses		11,258		682
Total Current Assets		148,270		55,888

Equipment - net		28,821		18,761
Security deposit		11,193		11,660
		40,014		30,421

Total Assets	$	188,284	$	86,309

Liabilities and Stockholders' Deficit

Current Liabilities
Accounts payable and accrued expenses	$	513,134	$	413,586
Accounts payable and accrued expenses - related parties		1,098,786		755,365
Deferred revenue		-		31,429
Common stock payable		-		208,500
Notes payable		88,000		89,800
Notes payable - related parties		175		40,675
Convertible debt		125,000		-
Total Current Liabilities		1,825,095		1,539,355

Long-Term Liabilities
Deferred revenue		-		25,000
Total Long-Term Liabilities		-		25,000

Total Liabilities		1,825,095		1,564,355

Stockholders' Deficit
Preferred stock, $1 par value; 10,000 shares authorized; 1 share issued and outstanding		1		1
Common stock, $0.0001 par value, 100,000,000 shares authorized; 30, 281,180 and 18,056,000 shares issued and outstanding		3,028		1,806
Additional paid-in capital		1,947,325		802,384
Deficit accumulated during the development stage		(3,587,165)		(2,244,437)
Other comprehensive loss		-		(37,800)
Total Stockholders' Deficit		(1,636,811)		(1,478,046)

Total Liabilities and Stockholders' Deficit	$	188,284	$	86,309

	F-5

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive Loss

					September 13, 2010
	Year Ended November 30,				(Inception) to
	2013		2012		November 30, 2013

Expenses
General and administrative expenses	$	650,283	$	421,155	$	1,494,371
General and administrative expenses – related parties		651,315		563,715		1,758,036
Total General and administrative expenses		1,301,598		984,870		3,252,407

Other income (expense)
Interest expense		(32,086)		(51,665)		(83,751)
Interest expense - related party		(807)		(69,299)		(74,156)
Loss on settlement of debt and accrued expenses		(190,921)		-		(190,921)
Loss on impairment of available-for-sale securities		(76,050)		-		(76,050)
Loss on sale of available-for-sale marketable securities		-		(118,640)		(118,640)
Loan cost		-		(6,250)		(6,250)
Loss on impairment of license		-		(240,795)		(240,795)
Gain on settlement of consulting revenue receivable		-		133,500		133,500
Consulting revenue, net of expense		258,734		63,571		322,305
Total other income (expense) - net		(41,130)		(289,578)		(334,758)

Net loss	$	(1,342,728)	$	(1,274,448)	$	(3,587,165)

Net loss per common share - basic and diluted	$	(0.06)	$	(0.01)		n/a


Weighted average number of common shares outstanding during the period - basic and diluted		23,531,311		18,056,000		n/a

Comprehensive loss
Net loss	$	(1,342,728)	$	(1,274,448)	$	(3,587,165)
Unrealized loss on available-for-sale marketable securities		-		(37,800)		(37,800)
Reclassification adjustment due to impairment on available-for-sale securities		37,800		-		37,800
Comprehensive loss	$	(1,304,928)	$	(1,312,248)	$	(3,587,165)

	F-6

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

					September 13, 2010
	For the Year Ended November 30,				(Inception) to
	2013		2012		November 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,342,728)	$	(1,274,448)	$	(3,587,165)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of license		-		5,000		9,205
Loss on impairment of license		-		240,795		240,795
Loss on impairment of marketable securities		76,050		-		76,050
Loss on settlement of debt and accrued expenses		190,921		-		190,921
Loss on sale of available-for-sale marketable securities		-		118,640		118,640
Stock-based compensation expense		436,220		-		436,220
Depreciation		5,552		5,552		14,551
Amortization of debt discount		25,000		116,429		145,000
Loan cost		-		6,250		6,250
Amortization of stock to be issued for services rendered		-		-		50,000
Warrants issued for services rendered		-		-		60,800
Available-for-sale securities received as consideration for consulting revenue		-		(120,000)		(120,000)
Gain on settlement of consulting revenue receivable		-		(133,500)		(133,500)
Changes in operating assets and liabilities:
Accounts receivable		(27,840)		-		(27,840)
Prepaid expenses		(10,576)		5,672		(11,258)
Security deposit		467		-		(11,193)
Accounts payable and accrued expenses		35,326		325,811		448,912
Accounts payable and accrued expenses - related parties		431,459		296,680		1,186,824
Common stock payable for services rendered		-		108,500		108,500
Deferred revenue		(56,429)		56,429		-
Net Cash Used In Operating Activities		(236,578)		(242,190)		(798,288)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of available-for-sale securities		-		52,560		52,560
Purchase of equipment		(15,612)		-		(43,372)
Net Cash Provided By (Used In) Investing Activities		(15,612)		52,560		9,188

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt		150,000		50,000		200,000
Proceeds from convertible debt - related party		-		40,000		70,000
Proceeds from notes payable - related parties		-		42,092		65,973
Proceeds from notes payable		181,506		20,800		202,306
Repayment of notes payable - related parties		-		(1,417)		(25,298)
Repayment of notes payable		-		(1,000)		(1,000)
Proceeds from issuance of preferred stock		-		-		1
Proceeds from issuance of common stock to be issued				50,000		373,390
Proceeds from issuance of common stock		12,900		-		12,900
Net Cash Provided By Financing Activities		344,406		200,475		898,272

Net Increase in Cash		92,216		10,845		109,172

Cash - Beginning of Period		16,956		6,111		-

Cash - End of Period	$	109,172	$	16,956	$	109,172

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
Reversal of common stock payable	$	208,500	$	-	$	208,500
Common stock issued for conversion of debt and accrued expenses - related party	$	246,496	$	-	$	246,496
Common stock issued for conversion of notes payable	$	217,047	$	-	$	217,047
Debt discount recorded on convertible debt	$	25,000	$	50,000	$	75,000
Debt discount recorded on convertible debt - related party	$	-	$	40,000	$	70,000
Conversion of convertible debt to common stock payable	$	-	$	50,000	$	50,000
Reclassification of related party note to third party note payable	$	-	$	70,000	$	70,000
Cancellation of common stock - founders	$	-	$	-	$	1

	F-7

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Consolidated Statement of Stockholders' Deficit

From September 13, 2010 (Inception) to November 30, 2013

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

Issuance of common stock - founders ($0.0005)		-	$	-		2,000	$	0	$	1	$	-	$	-	$	1
Net loss - September 13, 2010 (Inception) to November 30, 2010		-		-		-		-		-		(1,334)		-		(1,334)
Balance - November 30, 2010		-		-		2,000		0		1		(1,334)		-		(1,333)

Cancellation of common stock - founders		-		-		(2,000)	$	(0)		(1)		-		-		(1)
Issuance of preferred stock - founders ($1/share)		1		1		-		-		-		-		-		1
Issuance of common stock - founders ($0.0005/share)		-		-		6,500,000		650		2,600		-		-		3,250
Issuance of common stock - related parties ($0.0005/share)		-		-		2,460,000		246		984		-		-		1,230
Issuance of common stock ($0.0005/share)		-		-		7,820,000		782		3,128		-		-		3,910
Issuance of common stock ($1.25/share)		-		-		240,000		24		299,976		-		-		300,000
Issuance of common stock ($2.50/share)		-		-		6,000		1		14,999		-		-		15,000
Issuance of common stock for services rendered ($0.06/share)		-		-		830,000		83		49,917		-		-		50,000
Issuance of common stock for license ($1.25/share)		-		-		200,000		20		249,980		-		-		250,000
Warrants issued for services rendered		-		-		-		-		60,800		-		-		60,800
Debt discount - related party		-		-		-		-		30,000		-		-		30,000
Net loss		-		-		-		-		-		(968,655)		-		(968,655)
Balance - November 30, 2011		1		1		18,056,000		1,806		712,384		(969,989)		-		(255,798)

Debt discount		-		-		-		-		50,000		-		-		50,000
Debt discount - related party		-		-		-		-		40,000		-		-		40,000
Unrealized loss on available-for-sale marketable securities		-		-		-		-		-		-		(37,800)		(37,800)
Net loss		-		-		-		-		-		(1,274,448)		-		(1,274,448)
Balance - November 30, 2012		1		1		18,056,000		1,806		802,384		(2,244,437)		(37,800)		(1,478,046)

Debt discount		-		-		-		-		25,000		-		-		25,000
Reclassification adjustment due to impairment on available-for-sale securities		-		-		-		-		-		-		37,800		37,800
Issuance of common stock for cash		-		-		215,000		21		12,879		-		-		12,900
Issuance of common stock to directors		-		-		4,000,000		400		149,600						150,000
Issuance of common stock to consultant		-		-		1,500,000		150		143,600						143,750
Issuance of common stock for conversion of debt		-		-		3,624,967		362		425,185						425,547
Issuance of common stock for conversion of related party debt		-		-		2,802,400		280		246,216						246,496
Issuance of common stock for services		-		-		82,813		8		142,462						142,470
Net loss		-		-		-		-		-		(1,342,728)		-		(1,342,728)
		1		1		30,281,180		3,028		1,947,325		(3,587,165)		-		(1,636,811)

	F-8

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Note 1. Organization:

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 and will use milling operations to produce oils, biofuels, electricity and other biomass products. The Company also intends to license, joint venture and build facilities by utilizing its license for the patented technology that converts, poultry, hog, human and sugar wastes to cellulosic ethanol, fertilizer and other products.

On June 8, 2013, the Company's Chief Executive Officer contributed 100% of his member interest in FTZ Exchange, LLC, and (“FTZ”) which became a 100% wholly-owned subsidiary to the Company for no consideration. On the date of contribution, FTZ had a 50-50 joint venture, known as, the Qx Health Exchange (“QX”) and a wholly-owned subsidiary, called FTZ Energy Exchange Corporation, which intends to launch an energy exchange. FTZ is a licensing company which intends to use its business know-how to develop Internet exchanges for the sale of various products and services. On the date of contribution, FTZ had a nominal net book value. During 2013, FTZ received notice from Quture that it did not want to go forward with the Qx Health Exchange. FTZ has not launched the Energy Exchange.

The Company’s fiscal year end is November 30.

Reverse Stock Split

On August 2, 2013, the Company effected a 1-for-5 reverse stock split of its common stock (“Reverse Split”). As a result of the Reverse Split, every five shares of the common stock of the Company were combined into one share of common stock. Immediately after the September 4, 2013 effective date, the Company had 18,056,007 shares of common stock issued and outstanding. All share and per share amounts have been retroactively restated to reflect the Reverse Split. Effective at the same time as the Reverse Split, the authorized number of shares of our common stock was proportionately decreased from 500,000,000 shares to 100,000,000 shares. The par value remained the same.

On January 14, 2012, the Company formed Global Energy Crops Corporation (“GECC”), a 100% wholly-owned subsidiary. Global Energy Crops Corporation signed the Joint Venture license agreement with AGT Technologies LLC for the conversion of cellulosic sugar to ethanol in November 2013.

On May 12, 2013 the company formed FTZ Energy Exchange Corporation, a 100% wholly-owned subsidiary. This entity is inactive except for its formation.

On August 2, 2013 the Company formed Agribopo, Inc., a 100% wholly-owned subsidiary for the development of biomass related projects. Agribopo signed a Testing Services Agreement (See Note 13).

Note 2 Summary of Significant Accounting Policies

Principles of Consolidation

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

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 licensing agreements, entering into a pilot testing program for castor, doing business development and testing for the use of our licensed technology. 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 operating revenues from its planned and principal operations since inception.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) 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 periods. Actual results could differ materially from those estimates.

Such estimates and assumptions for the periods ended November 30, 2013 and 2012, 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.

	F-9

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Cash

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 November 30, 2013 and 2012.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at their estimated net realizable values. The Company evaluates whether it is necessary to record an allowance for doubtful accounts for estimated losses inherent in the accounts receivable portfolio. In evaluating the required allowance, management considers historical losses adjusted to take into account current market conditions and financial conditions, the amount of receivables in dispute, and the current receivable’s aging and current payment patterns. Based on its evaluation, no allowance for doubtful accounts was recorded as of November 30, 2013 and 2012, respectively.

The Company had no bad debt expense for the years ended November 30, 2013 and 2012, respectively.

Marketable Securities

Classification of Securities

At the time of acquisition, a security is designated as held-to-maturity (“HTM”), available-for-sale (“AFS”), or trading, which depends on ability and intent to hold such security to maturity. Securities classified as trading and AFS are reported at fair value, while securities classified as HTM 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 Company’s cost basis in AFS was as follows:

	Amount		Shares
AFS Acquired – February 2012	$	253,500		15,000,000
Sales in 2012 – at cost		(169,000)		(10,000,000)
Collection fee		(8,450)		(500,000)
Balance – November 30, 2012	$	76,050		4,500,000
Balance – November 30, 2013	$	-		4,500,000

The composition of the Company’s investments at November 30, as follows:

	2013		2012
Common stock – public company, cost	$	76,050	$	76,050
Unrealized loss on available for sale marketable securities		(37,800)		(37,800)
Reclassification adjustment due to impairment		37,800
Impairment		(76,050)
Fair value	$	-0-	$	38,250

Investment income (loss) for the year ended November 30, 2013 and 2012 is as follows:

	2013		2012

Gross realized losses from sale of available for sale securities	$	-	$	(118,640)
Net unrealized holding gain (loss)		-		(37,800)
Net investment income (loss)	$	-	$	(156,440)

The Company had a 100% concentration on one publicly traded stock in 2013 and 2012.

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 recognized $76,050 and -0- loss on impairment for the years ended November 30, 2013 and 2012, respectively.

	F-10

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 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 November 30, 2013 and 2012.

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.

Investment in Joint Venture

FTZ entered into a 50-50 Joint Venture with QX, a third party, to engage in the business of becoming an independent medical & health network for hospitals, physicians, outpatient and urgent care centers, dental care, vision care, insurance companies, alternative medicine, medical tourism, pharmaceutical companies, vendors and patients. As of November 30, 2013, Quture notified the Company it did not want to proceed with the joint venture.

GECC signed an agreement to form a 50-50 Joint Venture with AGT Technologies, LLC. in November 2013 for the technology used for the conversion of cellulosic sugar to ethanol.

GECC owns fifty percent of MicrobeSynergy, LLC joint venture and will record its investment on the equity basis of accounting. The Company’s proportionate share of expenses incurred by the Joint Venture will be charged to the statement of operations and adjusted against the Investment in Joint Venture. Losses from the Joint Venture are only recognized until the investment in the Joint Venture is reduced to zero. Losses in excess of the investment must be restored from future profits before the Company can recognize its proportionate share of profits.

As of November 30, 2013, the Joint Venture had no activity.

Convertible debt, Beneficial Conversion Feature and Debt Discount

For conventional convertible debt where the rate of conversion is below market value at the date of the agreement, 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.

Share-based payments

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

	F-11

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Share-based payments, cont’d.

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.

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”) 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.

As of November 30, 2013, there are no shares to be issued. As of November 30, 2012, all shares not yet issued are included as a component of common stock payable.

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. The Company does not include shares not yet issued that were included as a component of common stock payable in the earnings per share calculation.

Since the Company reflected a net loss in 2013 and 2012, 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 November 30, 2013 and 2012:

	November 30,		November 30,
	2013		2012

Warrants (1)		-		-
Convertible debt (2)		625,000		-
Total common stock equivalents		625,000		-

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

(2) As of November 30, 2012, the convertible notes matured and were reclassified to demand notes.

Also see Note 6.

Income Taxes

Provisions for income taxes are calculated based on reported pre-tax earnings and current tax law.

Significant judgment is required in determining income tax provisions and evaluating tax positions. The Company periodically assesses its liabilities and contingencies for all periods that are currently open to examination or have not been effectively settled based on the most current available information. When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting tax liability and any applicable interest and penalties in the financial statements.

F-12

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents the tax effects of these deferred tax assets and liabilities separately for each major tax jurisdiction.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.

Deferred Revenue

Deferred revenue represents revenues that were received, but not earned as of November 30, 2012. This is composed of revenues for advisory fees that were received in advance and will be recorded as revenue when earned over the term of the consulting agreement. See Note 12.

Recent Accounting Pronouncements

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

Reclassification

We have reclassified certain prior period amounts to conform to the current period presentation. These reclassifications have no effect on the financial position or on the results of operations or cash flows for the periods presented.

Note 3 Going Concern

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $1,342,728 and net cash used in operations of $236,578 for the year ended November 30, 2013; and a working capital deficit of $1,676,825 and a stockholders’ deficit of $1,636,811 at November 30, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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 November 30, 2013 and 2012, equipment consists of the following:

	2013		2012		Estimated Useful Life
Computer Equipment	$	27,760	$	27,760	5 years
Testing Equipment		15,612		-	3 years
Less: Accumulated depreciation		(14,551)		(8,999)
Equipment, net	$	28,821	$	18,761

	F-13

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Note 5 Income Taxes

The Company recognizes deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company has established a valuation allowance to reflect the likelihood of the realization of deferred tax assets.

The Company has a net operating loss carryforward for tax purposes totaling approximately $1,146,208 at November 30, 2013, expiring through 2033. U.S. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

Significant deferred tax assets at November 30, 2013 and 2012 are approximately as follows:

	2013		2012
Gross deferred tax assets:
Net operating loss carryforwards	$	431,000	$	229,000
Accrued and deferred expenses		490,000		340,000
Total deferred tax assets		921,000		569,000
Less: valuation allowance		(921,000)		(569,000)
Net deferred tax asset recorded	$	-	$	-

The valuation allowance at November 30, 2013 was approximately $921,000. The net change in valuation allowance during the period ended November 30, 2013 was an increase of approximately $352,000.

In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of November 30, 2013.

The actual tax benefit differs from the expected tax benefit for the period ended November 30, 2013 and 2012 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes and 5.5% for State income taxes, a blended rate of 37.63%) approximately as follows:

	2013		2012
Expected tax expense (benefit) - Federal	$	(422,000)	$	(410,000)
Expected tax expense (benefit) - State		(72,000)		(70,000)
Meals and entertainment at 50%		3,000		4,000
Impaired loss on license agreement		29,000		91,000
Stock/stock options/warrants issued for services		110,000		41,000
Change in valuation allowance		352,000		344,000
Actual tax expense (benefit)	$	-	$	-

	F-14

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Note 6 Notes Payable and Convertible Debt

Notes payable consists of the following:

			Interest
	Balance		Rate		Maturity
Balance - November 30, 2011	$	30,000
Borrowings		70,800	4	%	Due on demand
Repayments/Conversions		(51,000)
Balance - November 30, 2012	$	89,800
Borrowings		181,506	8	%	Due on demand
Conversion of borrowings to equity		(183,306)
Balance - November 30, 2013	$	88,000

During December 2011 and January 2012, the Company’s former President, until August 2012, advanced $40,000. The loans bear interest at 4%, are unsecured and due on demand. Originally, the lender had the option to convert the loan into 32,000 restricted shares of the Company at $1.25 per share. As of November 30, 2012, the note has matured and demand has been made so the Company has reclassified this note as a demand note. As of the November 30, 2013 the amount is still due, and is classified as a demand note.

During April 2012 and May 2012, a third party investor advanced $50,000 due on July 31, 2012. The loan bears interest at 4% and is unsecured. The lender may convert the loan into 40,000 restricted shares of the Company at $1.25 per share. On July 31, 2012, the notes maturity dates were extended until November 30, 2012. On October 18, 2012, the third party investor converted the above $50,000 loan into 40,000 restricted shares of the Company's common stock at $1.25/share. See Note 7(C). As of November 30, 2012, the 40,000 shares had not been issued and were included in common stock payable. The shares were issued as of November 30, 2013.

During June 2012, a third party investor advanced $1,000. The loan bears interest at 4%, is unsecured and due on demand. In June 2012, the Company repaid an advance of $1,000 to a third party investor.

During July 2012, a third party investor advanced $12,000, with interest at 4%. The loan is unsecured and is due on demand.

During October 2012, a third party investor advanced $7,800, with interest at 4%. The loan is unsecured and is due on demand.

As of November 30, 2012, the convertible notes were reclassified to demand notes give the maturity of the notes and demand for payment

being made.

As of November 30, 2012, the Company owed $3,674 in accrued interest, which has been recorded as a component of accounts payable and accrued expenses.

On June 21, 2013, the Company issued two of its investors a total of 3,122,800 shares of its common stock in full satisfaction of notes payable, amounting to $183,306, along with accrued interest of $4,062. On the date of conversion, the notes payable and accrued interest were valued at $281,052, or $0.09 per share, based on the closing price of the common stock. The Company recorded a loss on the settlement of debt and accrued expenses of $93,684 during the year ended November 30, 2013 as a result of the conversion.

Convertible debt consists of the following:

			Interest				Conversion
	Balance		Rate		Maturity		Price

Balance - November 30, 2011	$	-
Borrowings		-
Conversion of borrowings to equity		-
Balance - November 30, 2012	$	-
Borrowings		25,000	4	%	Due on demand	$	0.25
Conversion of borrowings to equity		(25,000)
Borrowings		125,000	8	%	January 22, 2015		0.10
Balance - November 30, 2013	$	125,000

In January 2013, a third party investor advanced $25,000. The lender could convert the loan into 100,000 restricted shares of the Company at $0.25 per share. The Company determined that the loan met the definition of a conventional convertible debt since the holder of the note could only realize the benefit of the conversion option by exercising it and receiving the entire amount of proceeds in a fixed number of shares or cash. The loan was deemed to have a beneficial conversion feature because the fair value of the stock exceeded the effective conversion price embedded in the loan on the commitment date. Accordingly, the Company recorded the value of the beneficial conversion feature, which was determined to be $25,000, as a discount to the loan and a corresponding increase to additional paid in capital. The amount was immediately recognized as interest expense since the loan is due on demand.

In order to induce the investor to convert his loan promptly, the Company reduced the conversion price to $0.06 per share, thereby increasing the number of shares issuable upon conversion to 416,667 shares. The carrying value of the loan on June 10, 2013, the date of conversion, was $25,000 and the closing price of the Company’s common stock on that date was $0.06 per share. The Company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options.” The Company determined the fair value of the securities issued in connection with the conversion to be $25,000 and the fair value of the securities issuable pursuant to the original terms of the loan agreement to be $6,000, thereby resulting in $19,000 of incremental consideration paid by the Company upon conversion of the note. In addition, the Company issued the lender 5,500 shares of its common stock in full satisfaction of accrued interest of $330 related to this note. The Company recorded a loss on the settlement of debt and accrued expenses of $19,165 for the year ended November 30, 2013 as a result of the conversion.

As of November 30, 2013, the Company owes $6,368 in accrued interest, which has been recorded as a component of accounts payable and accrued expenses.

Debt Discount

For the years ended November 30, 2013, November 30, 2012 and November 30, 2011, the Company recorded debt discounts totaling of $0, $0 and $90,000, respectively.

As a component of the computation for BCF, the Company’s market price was determined based upon recent third party cash offerings at the date of issuance prior to February 2012 when the Company's stock began to trade.

The following is a summary of the Company’s convertible debt discount at November 30, 2013, November 30, 2012 and November 30, 2011.

	2013		2012		2011
Debt Discount	$	-	$	120,000	$	(30,000)
Amortization of Debt Discount		-		(120,000)		3,571
Remaining debt discount	$	-	$	-	$	(26,429)

	2013		2012		2011
Convertible Debt	$	-	$	120,000	$	30,000
Debt Discount		-		(120,000)		(30,000)
Amortization of Debt Discount		-		120,000		3,571
Conversion of Debt into 40,000 shares of common stock to be issued		-		(50,000)		-
Reclassification of Convertible Note to Demand Note - former related party		-		(70,000)		-
Convertible Debt – Net	$	-	$	-	$	3,571

As of November 30, 2012, the convertible notes were reclassified to demand notes given the maturity of the notes and demand for payment being made.

	F-15

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Note 7 Notes Payable – Related Parties

(A) Year 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 former President/Chief Operating Officer, advanced $25,000. The loan bears interest at 4%, is unsecured and due on demand. The lender may convert the loan into 20,000 restricted shares of the Company at $1.25 per share. The Company has determined that this is conventional convertible debt, with a BCF. As of November 30, 2012, this loan has been reflected as on demand payable to a third party given the individual has resigned from his position as of August of 2012 and has made a demand for payment. Given the Company’s inability to repay the note, the note is currently in default.

During November 2011, the Company's former President/Chief Operating Officer until August 2012, advanced $5,000. The loan bears interest at 4%, is unsecured and due on demand. The lender may convert the loan into 4,000 restricted shares of the Company at $1.25 per share. The Company has determined that this is conventional convertible debt, with a BCF. As of November 30, 2012, this loan has been reflected on demand payable to a third party given the individual has resigned from his position as of August of 2012 and has made a demand for payment. Given the Company’s inability to repay the note, the note is currently in default.

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

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

During March 2012, the Company’s Chief Executive Officer advanced $17,000. The loan bears interest at 4%, is unsecured and due on demand.

During April 2012, the Company’s Chief Executive Officer advanced $9,000. The loan bears interest at 4%, is unsecured and due on demand.

During June 2012, the Company’s Chief Executive Officer advanced $1,592. The loan is non-interest bearing, unsecured and due on demand. In October 2012, the Company repaid an advance of $1,417 to its Chief Executive Officer.

During July 2012, the Company’s Chief Executive Officer advanced $12,000. The loan bears interest at 4%, is unsecured and due on demand.

As of November 30, 2012, the Company owes $854 in accrued interest, which has been recorded as a component of accounts payable and accrued expenses.

(D) Year Ended November 30, 2013

On June 21, 2013, the Company issued its Chief Executive Officer 707,500 shares of its common stock in full satisfaction of his notes payable, amounting to $40,500, along with accrued interest of $1,950. On the date of conversion, the notes payable and accrued interest were valued at $63,675, or $0.09 per share, based on the closing price of the common stock. The Company recorded a loss on the settlement of debt and accrued expenses of $21,225 for the year ended November 30, 2013 as a result of the conversion.

As of November 30, 2013, the Company owes $190 in accrued interest, which has been recorded as a component of accounts payable and accrued expenses – related party.

Note 8 Stockholders’ Deficit

(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.

	F-16

(B) Common Stock

On September 13, 2010, the Company issued 2,000 shares of common stock to its founders for $1 ($0.0005/share). On January 5, 2011, in connection with the re-domiciling to Nevada, these shares were cancelled for no consideration.

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

Type	Quantity	Valuation		Range of Value per share
Cash	8,066,000	$	318,910	$	0.0005 – 2.50
Cash – related parties	8,960,000		4,480		0.0005
License agreement (1)	200,000		250,000		1.25
Services rendered (2)	830,000		50,000		.06
Total	18,056,000	$	623,390	$	0.0005 - $2.50

(1) See Note 8(C)

(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.

During the years ended November 30, 2013 and 2012, the Company authorized for issuance the following shares for cash and services:

Type	Quantity	Valuation		Range of Value per Share

Common Stock Payable
For the year ended November 30, 2012, shares authorized but not issued:
Cash	40,000	$	50,000	$	1.25
Services rendered – related parties, vested (See note 9 (E))	10,000		11,000		1.10
Services rendered – related party, not vested ( See note 9 (E))	30,000		97,500		3.25
Debt Conversion (See note 6 )	40,000		50,000		1.25
Total shares authorized but not issued (included in Common Stock Payable at November 30, 2012)	120,000	$	208,500	$	1.10-3.25

Common Stock
For the year ended November 30, 2013
Cash	215,000		12,900	$	0.06
Services rendered – related parties, vested	1,666,667		150,000		0.09
Services rendered – related party, not vested	2,333,333		-		-
Services rendered	82,813		142,470		0.18-0.80
Services rendered, not vested	1,500,000		143,750		0.09
Debt and accrued expense conversion – related party	2,802,400		246,496		0.06-0.09
Debt Conversion	3,624,967		425,547		0.06-0.09
Total	12,225,180	$	1,121,163	$	0.06-0.80

	F-17

The Company authorized 120,000 shares of stock for the year ended November 30, 2012, for cash and services, but the shares were not issued at November 30, 2012 nor were the shares used in calculating earnings per share. The shares were recorded as Common Stock Payable at November 30, 2012. The Company expensed the issuance of shares for services as a component of general and administrative expenses.

As of November 30, 2013 all authorized shares have been recorded and issued.

C) Stock issued for license

In connection with the license agreement, 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 200,000 shares of common stock, having a fair value of $250,000 ($1.25/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.

On November 30, 2012, we determined that the license was worthless because we could not get the technical information we needed to proceed with utilizing the license. Therefore, we recorded an impairment loss of $240,795 as of November 30, 2012.

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

	2012		2011
License	$	250,000	$	250,000
Accumulated Amortization		(9,205)		(4,205)
Impairment		(240,795)		-
License - Net	$	-	$	245,795

(D) Warrants

On January 11, 2011, the Company issued 1-year warrants for 200,000 shares with a consultant, with an exercise price of $5.00 per share. The warrants were granted for services rendered. The warrants had 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	200,000	$	5.00	.12
Granted	-		-
Forfeited/Cancelled(1)	(200,000)		-
Exercised	-		-
Balance – November 30, 2012-outstanding	-		-		-
Balance – November 30, 2012-exercisable	-	$	-	-	-

(1)

On January 11, 2012, the 200,000 warrants expired unexercised.

E) Restricted Stock

On March 26, 2012, the Company entered into a consulting agreement to provide investment banking services including developing a business model for project finance and introducing the Company to potential lenders for a castor project. The Company paid a fee of 30,000 shares, having a fair value of $97,500 ($3.25 per share), based on the quoted closing trading price. During the year ended November 30, 2012 the Company expensed this as a component of general and administrative expenses and the shares were included in common stock payable. The shares were not issued at year end November 30, 2012, and were not included in earnings per share calculations as of November 30, 2012. The shares were issued as of November 30, 2013.

During June, 2012, the Company issued 10,000 shares to an individual for payment of director’s fees. The shares had a fair value of $11,000 ($1.10 per share), based on the quoted closing trading price. During the year ended November 30, 2012 the Company expensed this as a component of general and administrative expenses and the shares were included in common stock payable. The shares were not issued at year end November 30, 2012, and were not included in earnings per share calculations as of November 30, 2012. The shares were issued as of November 30, 2013

During April and May, 2012, a third party investor advanced $50,000, due on July, 2012 but extended to November 30, 2012. On October 18, 2013, the third party investor converted the above $50,000 loan into 40,000 restricted shares of the Company’s common stock at $1.25 per share. As of November 30, 2012 the shares had not been issued and were included in common stock payable. The shares were issued as of November 30, 2013.

On June 25, 2013, the Company’s Chief Executive Officer and Director of Business Strategy were each granted 2,000,000 shares of common stock in exchange for continuing to work without cash payment of their full salary and to convert accrued expenses and a note payable (see Note 9). The shares will vest after one year of service and will not replace the Company’s obligation to pay the required salary over the next year. The fair value of the common stock at the date of grant was $0.09 per share based upon the closing market price on the date of grant. The aggregate grant date fair value of the awards amounted to $360,000, which will be recognized as compensation expense over the vesting period. The Company recorded $150,000 of compensation expense during the year ended November 30, 2013 with respect to this award. Total unrecognized compensation expense related to unvested stock awards at November 30, 2013 amounts to $210,000 and is expected to be recognized over a weighted average period of 0.6 years.

F-18

E) Restricted Stock, cont’d.

On June 21, 2013, the Company granted 1,500,000 shares of common stock to a consultant for services to be provided over a twelve month period, commencing June 1, 2013. The shares will vest after one year of service; however the Company issued the shares in September 2013. The value of the shares is trued up quarterly over the period. As of November 30, 2013, $143,750 has been recognized in expense. The remaining value of the unvested shares is $330,625 as of November 30, 2013.

In addition, the Company will pay the consultant a fee of $7,500 per month, cash flow permitting, over the same twelve month period. Accrued consulting fees at November 30, 2013 amounted to $37,500 related to the cash portion of fees due, which is included as a component of accounts payable and accrued expenses. Consulting fee expense amounted to $45,000 for the three months ended November 30, 2013.

A summary of the restricted stock award activity for the twelve months ended November 30, 2013 and 2012 is as follows:

				Weighted Average
		Weighted		Remaining
	Number of	Average Grant		Contractual Life	Aggregate
	Shares	Date Fair Value		(in Years)	Intrinsic Value

Unvested – November 30, 2011	-
Granted	-
Vested	-
Unvested – November 30, 2012	-	$			$	-
Granted	5,500,000		0.07
Vested	-
Unvested – November 30, 2013	5,500,000	$	0.07	0.6	$	-

Note 9 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.

(B) Other related party transactions

The Company has separated accounts payable and accrued expenses on the balance sheet to reflect amounts due to related parties primarily consisting of officer compensation, health insurance, interest on notes and reimbursable expenses to officers for travel, meals and entertainment, vehicle and other related business expenses.

On June 12, 2013, the Company issued one of its directors 200,000 shares of its common stock in full satisfaction of director’s fees and consulting fees owed, amounting to $12,000. On the date of conversion, the fair value of the Company’s common stock was $0.06 per share, based on the closing price of the common stock.

On June 21, 2013, the Company issued its Chief Executive Officer 894,900 shares of its common stock in full satisfaction of amounts due to him for reimbursable expenses, amounting to $53,694. On the date of conversion, the fair value of the Company’s common stock was $0.09 per share, based on the closing price of the common stock. The Company recorded a loss on the settlement of debt and accrued expenses of $26,847 during the year ended August 31, 2013 as a result of the conversion.

On June 21, 2013, the Company issued its Director of Business Strategy 1,000,000 shares of its common stock in full satisfaction of amounts due to her for reimbursable expenses, amounting to $60,000. On the date of conversion, the fair value of the Company’s common stock was $0.09 per share, based on the closing price of the common stock. The Company recorded a loss on the settlement of debt and accrued expenses of $30,000 during the year ended November 30, 2013 as a result of the conversion.

On June 25, 2013, the Company’s Chief Executive Officer and Director of Business Strategy were each granted 2,000,000 shares of common stock in exchange for continuing to work without cash payment of their full salary and to convert accrued expenses and a note payable (see Note 8). The shares will vest after one year of service and will not replace the Company’s obligation to pay the required salary over the next year. The fair value of the common stock at the date of grant was $0.09 per share based upon the closing market price on the date of grant. The aggregate grant date fair value of the awards amounted to $360,000, which will be recognized as compensation expense over the vesting period. The Company recorded $150,000 of compensation expense during the year ended November 30, 2013 with respect to this award. Total unrecognized compensation expense related to unvested stock awards at November 30, 2013 amounts to $210,000 and is expected to be recognized over a weighted average period of 0.6 years.

During the years ended November 30, 2013 and 2012, the Company recorded related party interest expense of $807 and $69,299, respectively.

	F-19

Note 10 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 May 12, 2012 the company formed FTZ Energy Exchange Corporation, a 100% wholly-owned subsidiary.

On August 2, 2012 the Company formed Agribopo, Inc., a 100% wholly-owned subsidiary for the development of biomass related projects.

All of the above subsidiaries other than GECC and Agribopo, Inc. are currently inactive except for their formation. Global Energy Crops Corporations signed the license agreement with AGT Technologies LLC. and Agribopo, Inc. signed the Testing Services Agreement.

Note 11 Commitments and Contingencies

Commitments

Employment Agreements – Officers and Directors

As of November 30, 2013, the Company had employment agreements with certain officers and directors (two individuals) containing the following provisions:

Term of contract	5 years, expiring on December 31, 2015
Salary	$200,000
Salary deferral	All salaries will be accrued but may be paid from the Company’s available cash flow funds.

On January 5, 2012, the Company entered into a consulting agreement for financing. The Company paid a retainer fee of $15,000 by agreeing to issue 12,000 shares of restricted common stock at $1.25 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. The consultant failed to honor the commitments in the agreement. On May 18, 2012, the Company reversed the expense and the shares were cancelled.

Lease Agreement

The Company’s lease on its office space expired on May 31, 2013. On June 3, 2013, the Company entered into a new lease agreement with its current landlord. The lease is for a 24 month period, expiring on May 31, 2015, and requires monthly base rental payments of $4,000 for the period from June 1, 2013 through May 31, 2014 and $4,080 for the period from June 1, 2014 through May 31, 2015 plus adjustments for Common Area Expenses.

Rent expense was $58,249 and $44,058 for the year ended November 30, 2013 and 2012, respectively.

Contingencies

From time to time, the Company may be involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations

F-20

Note 12 –Other Income

On February 13, 2012, the Company was engaged by a third party to provide consulting services in a three year contract for $60,000 per year plus a non-refundable $60,000 initial payment upon execution. The Company may earn fees in the form of cash or common stock of the third party, a public company, at their election. In lieu of cash payments for services to be rendered under the terms of the agreement, the third party elected to pay the Company 15,000,000 shares of public company restricted common stock, at a fifty percent discount using the preceding five days average trading price per the terms of the agreement. $120,000 was due upon execution of agreement. The fair value of the shares received upon the execution of this agreement was $253,500, as evidenced by the quoted closing trading price. The Company recorded the value of the shares received as deferred revenue totaling $120,000 which evidenced the fair value of the services to be performed and recorded a gain of $133,500, with a corresponding asset classified as available for sale securities. A gain was recorded since the value of the shares received was greater than the value of the services to be rendered upon the execution of the agreement.

In August 2012, the Company executed a loan agreement with a lender, who is also a shareholder, to obtain 10,000,000 free trading shares of the public company, Quture, Inc. The shares received were sold during 2013. In exchange for the free trading shares, the Company was required to repay 10,500,000 shares in free trading stock of this public company. The 500,000 shares are deemed to be a loan cost, having a fair value of $6,250 ($0.0125/share), based upon the quoted closing trading price on the date of the agreement.

During 2012, the Company, received 15,000,000 shares of the public company for services to be rendered and sold 10,000,000 shares as noted above based upon the ability to obtain the 10,000,000 shares of free trading stock from the lender. The 15,000,000 shares is currently held in escrow of which 4,500,000 shares will be released to the Company and the balance of the 10,500,000 shares will be paid to the shareholder for the 10,000,000 shares borrowed and the 500,000 shares for the loan cost as noted above upon the shares becoming unrestricted. The Company does not have any rights to the 10,500,000 shares. The Company has not recorded any asset or liability for the shares held in escrow.

As of November 30, 2013, the Company has not received the $60,000 due on February 13, 2013 under the contract. Collectability of this amount is not reasonably assured, therefore the Company has not recorded the related revenue, accounts receivable or deferred revenue associated with this amount as of November 30, 2013. Additionally, in May 2013, the Company was notified by the third party of its intent to terminate the agreement. Given this notification, the Company recognized the remaining portion of the deferred consulting revenue of $39,107 as other income in the accompanying statement of operations as of November 30, 2013.

Note 13 License Agreement

On November 27, 2012, the Company entered into a non-exclusive global License from AGT Technologies LLC until June 2029 when the patent expires. The license is for the patented one-step enzyme technology which converts wastes from poultry, hogs, humans and sugar to cellulosic ethanol, fertilizer and other products. We would pay our Licensor 50% of any sub-license fees that we receive. We also would pay our Licensor 12% of all royalties on all revenues we earn from utilizing the technology. This 12% is calculated on the basis of net gross revenues which equal gross revenues less all direct costs associated with the production of the revenues. Once we order a facility we have 120 days to pay $300,000 for the enzymes.

Note 14 Testing Services Agreement

On July 2, 2013, the Company entered into agreements for the first stage of a project to develop a castor plantation and milling operation in the Republic of Paraguay with offshore entities (aka “Ambrosia” and “Developer”) for the testing and development of a project with up to $10,000,000 in financing upon certification of the castor yield effective. Under the terms of the Testing Services Agreement (the “TSA”), the Developer will provide the land, pay costs for the testing and pay the Company a monthly project management fee of $45,000 and reimbursement of expenses during the test period for subcontractors on the ground in Paraguay. The Company will provide project management testing services through the testing phase for up to 12 months until the successful certification of the yield from growing castor is proven, subject to material and adverse events. Once Ambrosia approves the project, then under the Castor Master Farm Management Services Agreement, the $10,000,000 to be invested from Ambrosia will go towards the development and operations of the first stage of the castor plantation and the building of the mill and its operations. The Company will earn 6% of the net income for ten years or have an option to become a 20% owner of the project. The Company began the initial test phase in Paraguay on March 20, 2013, and subject to the terms of the TSA, is entitled to project management fees. The Company recorded other income of $469,173 and expenses of $266,868 during the year ended November 30, 2013, in connection with services provided under the TSA.

	F-21

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

Note 15. Investor Relations Agreement

On February 5, 2013, the Company entered into an investor relations agreement with a third party, pursuant to which the third party will provide certain investor relations services including, but not limited to, consulting and liaison services relating to the conception and implementation of its corporate and business development plan. The agreement was for a one-year term, commencing February 5, 2013 and is cancelable on a quarterly basis. In consideration for the services, the Company will issue 160,000 shares of common stock, to be delivered in four equal quarterly installments of 40,000 shares each. The first 40,000 shares were to be delivered upon execution of the agreement. In addition to the shares, the Company will pay the consultant $3,000 per month, in cash or stock, at the option of the Company. If the Company elects to pay the monthly fee in shares of the Company’s common stock, the number of shares to be issued will be calculated by dividing the fee owed by the closing price of the Company’s common stock.

On April 30, 2013, the Company entered into an amendment to the investor relations agreement, whereby the parties agreed to (i) amend the term of the agreement such that it would be a twelve month agreement commencing from April 8, 2013 and (ii) the Company would be required to pay the third party $2,000 per month, in cash or stock, at the option of the third party, commencing May 8, 2013. Additionally, the third party would still be entitled to the first 40,000 shares delivered upon execution of the original agreement and the $9,000 worth of common stock originally earned under the original agreement.

On July 31, 2013, the Company canceled the agreement with the third party and issued 42,813 shares of the Company’s stock in full and final settlement of its obligation. At the time the shares were due, the fair value was $0.80 per share, for a total value of $34,250.

Note 16. 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:

• 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 November 30, 2013.

The following is the Company’s assets measured at fair value at November 30, 2013 and 2012:

	2013		2012
Level 1 – None	$	-	$	-
Level 2 – Marketable Securities (AFS)		-		38,250
Level 3 – None		-		-
Total	$	-	$	38,250

	F-22

BioPower Operations Corporation and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

November 30, 2013 and 2012

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

Note 17. Subsequent Events

During December 2013, a third party investor advanced $125,000. The loan bears interest at 8%, is unsecured and due 14 months from the date of issue. 50% of the debt may be converted into common shares at a conversion price of $0.10 per share.

	F-23