Biopower Operations Corp - Quarter Report: 2015 May (Form 10-Q)

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended May 31, 2015

For the transition period from __________ to __________

Commission File Number: 333-172139

BioPower Operations Corporation

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices)

Issuer’s telephone number, including area code: (954) 202-6660

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 [X] No [  ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of August 5, 2015, the registrant had 41,657,680 shares of common stock, par value $0.0001 per share, outstanding.

BIOPOWER OPERATIONS CORPORATION

CONTENTS

CONTENTS

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

BioPower Operations Corporation and Subsidiaries

Consolidated Balance Sheets

See accompany notes to consolidated financial statements

BioPower Operations Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited) 

See accompany notes to consolidated financial statements

BioPower Operations Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

See accompany notes to consolidated financial statements

BioPower Operations Corporation and Subsidiaries

Notes to Consolidated Financial Statements

May 31, 2015 and 2014

Unaudited

Note 1 Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is our opinion, however, that the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended November 30, 2014 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the years ended November 30, 2014 and 2013. The financial information as of May 31, 2015 is derived from the audited financial statements presented in our Annual Report on Form 10-K for the year ended November 30, 2014. The interim results for the three and six months ended May 31, 2015 are not necessarily indicative of the results to be expected for the year ending November 30, 2015 or for any future interim periods.

Note 2 Going Concern

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $1,011,402 and net cash used in operations of $105,591 for the six months ended May 31, 2015. Additionally, the Company had a working capital deficit of $3,041,862 and a stockholders’ deficit of $3,030,044 at May 31, 2015. 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 and/or equity financings. The Company will likely rely upon related party debt and/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.

BioPower Operations Corporation and Subsidiaries

Notes to Consolidated Financial Statements

May 31, 2015 and 2014

Unaudited

Note 3 Equipment

At May 31, 2015 and November 30, 2014, equipment consists of the following:

Note 4. Notes Payable and Convertible Debt

Notes payable consists of the following:

In December, 2013, a third party investor purchased $125,000 of convertible debt, bearing interest, at 8% interest, and due February, 2015. In November, 2014, the Company converted $62,500 according to the terms of the Convertible Note Purchase Agreement. The remaining balance of $62,500 is not convertible to common shares of the Company’s stock. The $62,500 note payable bears interest at 8% and is due on demand.

In December, 2014 a third party investor combined two previous loans dated July 2, 2013 and September 11, 2014 for $18,000 and $5,000, respectively, into a new loan of $23,000, at 8% interest. The new loan was due on May 5, 2015.

In May, 2015 a third party investor advanced $7,500, at 8% interest, which is due on September 1, 2015.

On May 13, 2015 a third party investor advanced $30,000 of which $15,000 was not convertible. The loan was due on or before July 14, 2015, at 8% interest.

Convertible debt consists of the following:

On December 30, 2014 a third party investor advanced $7,500 due on or before December 30, 2015. Pursuant to the agreement, the investor is allowed to convert 100% of the debt at a share price of $0.12. The company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. 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 $5,000 as a discount to the loan and a corresponding increase to additional paid in capital.

BioPower Operations Corporation and Subsidiaries

Notes to Consolidated Financial Statements

May 31, 2015 and 2014

Unaudited

On May 13, 2015 a third party investor advanced $30,000 due on or before July 15, 2015. Pursuant to the agreement, the investor is allowed to convert 50% of the debt at a share price of $0.15. The company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. The 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 $2,000 as a discount to the loan and a corresponding increase to additional paid in capital. The loan was due on or before July 14, 2015, at 8% interest.

Accrued interest on notes payable and convertible debt at May 31, 2015 and November 30, 2014 amounted to $14,039 and $9,009, respectively, which is included as a component of accounts payable and accrued expenses.

Interest expense on notes payable and convertible debt with third parties amounted to $5,330 and $14,447 for the three months ended May 31, 2015 and 2014, respectively.

Note 5. Related Party Transactions

Notes payable to related parties at May 31, 2015 and November 30, 2014 is $28,025 and $51,200, respectively. Convertible notes payable to related parties is $22,500 at May 31, 2015, with a corresponding debt discount of $4,417 for a net amount of $18,083.

Accrued interest at May 31, 2015 and November 30, 2014, amounted to $2,437 and $190, respectively and is a component of accounts payable and accrued expenses – related parties.

On November 5, 2014, the Director of Business Strategy made a loan of $50,000, bearing interest at 8% which was due on May 5, 2015, however, the note was extended to December 30, 2015 by agreement. The $50,000 non-convertible loan included a provision for matching, future conversion rights with any new loans made by the company with the exception of a Right of First Refusal. On December 30, 2014, a third party investor loaned the Company $7,500 with conversion rights at $0.12 per share. Therefore, effective December 30, 2014, $7,500 of the director’s $50,000 note payable was reclassified to convertible debt with conversion rights of $0.12 per share. The company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. 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 $5,000 at December 30, 2014, as a discount to the loan and a corresponding increase to additional paid in capital. On May 13, 2015, another third party investor loaned the Company $30,000 with conversion rights at $0.12 per share. Therefore, effective May 13, 2015, an additional $15,000 of the directors’ $50,000 note payable was reclassified to convertible debt with conversion rights of $0.12 per share. The company accounted for the conversion of loan in accordance with ASC 470, “Debt with Conversion and Other Options”. 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 $2,000 as a discount to the loan and a corresponding increase to additional paid in capital.

In May, 2015, a director purchased the Company’s testing equipment for $6,000. The Company solicited bids for the sale of the equipment, which was no longer used in its business, and the director was the highest bidder. The company recognized a loss on the sale of $4,183 on the sale.

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.

BioPower Operations Corporation and Subsidiaries

Notes to Consolidated Financial Statements

May 31, 2015 and 2014

Unaudited

Note 6. Stockholders’ Deficit

For the six months ended May 31, 2015:

The Company issued 500,000 shares of stock to unrelated third parties for cash totaling $60,000, at a price of $0.12 per share.

On May 1, 2015 the Company 50,000 shares of common stock to a Consultant for services to be provided over a twelve month period, commencing May 1, 2015. In addition, the Company shall pay to the Consultant a commission to be determined on a case by case basis for the opportunities accepted by the Company introduced by the Consultant. The shares were valued at $2,500.

There are 41,657,680 and 41,107,680 shares issued and outstanding at May 31, 2015 and November 30, 2014, respectively.

Note 7. Commitments and Contingencies

Commitments

Employment Agreements – Officers and Directors

As of November 30, 2014, the Company had employment agreements with certain officers and directors (two individuals) containing the following provisions:

Annual Salaries:

The accrued officers and directors payroll at May 31, 2015 is $1,518,582.

Lease Agreement

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. On May 29, 2015, the Company Amended the lease agreement extending it for an additional 12 month period, expiring on May 31, 2016, and requiring monthly base rental payments of $4,583 plus adjustments for Common Area Expenses.

Rent expense was $ 25,425 and $20,549 for the six month period ended May 31, 2015 and May 31, 2014, 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.

Note 8. Subsequent Events

On July 13, 2015, a third party investor exercised their right and converted 50% of their $30,000 loan into common shares of stock at a price of $0.15.

Only July 24, 2015 a third party investor combined a note in the amount of $23,000, dated December 1, 2014, along with a note in the amount of $20,000, dated October 14, 2014 and accrued interest of $2,531.28, into one note in the amount of $45,531.28, due December 30, 2015. The loan renewal and modification allows the debt to be converted into common shares at $0.15 per share.

Only July 24, 2015 a third party investor combined three previous loans dated July 10, 2014, October 1, 2014, and October 30, 2014 for $30,000, $10,000, and $2,000, respectively, and accrued interest of $2,447.78, into one note in the amount of $44,447.78, due December 30, 2015. The loan renewal and modification allows the debt to be converted into common shares at $0.15 per share.

In July, 2015, the Company accepted a common stock subscription for 100,000 shares of common stock at $0.15 per share or $15,000.

In July, 2015, the Company entered into convertible debt agreements totaling $120,000 at 8% interest, due on December 30, 2015. The debt is convertible into common shares of stock at a conversion price of $0.15 per share.

In July, 2015, the Company entered into convertible debt agreements totaling $50,000 at 8% interest, due on December 30, 2016. The debt is convertible into common shares of stock at a conversion price of $0.15 per share.

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

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISK

The information contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”) is intended to update the information contained in our Annual Report on Form 10-K for the year ended November 30, 2014 (our “2014 Annual Report”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in our 2014 Annual Report. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Quarterly Report.

This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity and cash flows of BioPower Operations Corp. for the three and six months ended May 31, 2015 and 2014. Except for historical information, the matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements involve risks and uncertainties and are based upon judgments concerning various factors that are beyond our control. Forward-looking statements are based on current expectations and assumptions and actual results could differ materially from those projected in the forward-looking statements as a result of, among other things, those factors set forth in “Risk Factors” contained in Item 1A of our 2014 Annual Report.

Throughout this Quarterly Report, the terms “we,” “us” and “our” refers to BioPower Operations Corporation and, Unless the context otherwise requires, The “Company”, “we,” “us,” and “our,” refer to (i) BioPower Operations Corporation.; (ii) BioPower Corporation (“BC”), Green³Power Holdings Company and its subsidiaries (“G³P”), Green Oil Plantations Americas Inc. (“Green Oil”), Green Energy Crops Corporation (“GECC”), Agribopo, Inc., FTZ Exchange LLC and FTZ Energy Corporation. Unless otherwise indicated, all monetary amounts are reflected in United States Dollars.

Overview

From inception (September 13, 2010) to November 30, 2014, the Company focused on growing biomass crops coupled with the project development of processing and/or conversion facilities to produce oils, biofuels, electricity and other biomass products. We also intended to utilize licensed patented technology to convert biomass wastes into products and reduce the amount of waste going to landfills.

Today, BioPower and its subsidiaries intend to focus on developing waste to energy projects globally by designing, engineering, permitting, procuring equipment, construction management and operating and maintaining facilities for the conversion of wastes into electricity and synthetic fuels through licensed gasification technology. The Company intends to also provide waste remediation services.

On August 4, 2015 the St. Lucie County Commissioners approved the contract and its revisions with G3P to build a $175 Million Renewable Energy Facility on the St. Lucie County, Florida landfill using the G3P Gasification Technology. The contract was executed on August 7, 2015. The contract provides for a 20 year waste stream of 1,000 tons per day of municipal solid waste, construction and demolition waste, green waste and tires. The facility will convert the waste into approximately 80,000 gallons per day of low sulfur synthetic diesel fuel. Vanderweil Engineers and G3P have completed the Site Plan and are putting together the necessary documentation for permit applications. There can be no assurance that G3P will successfully fund the $175 Million facility.

Our corporate headquarters are located at 1000 Corporate Drive, Suite 200, Fort Lauderdale, Florida 33334 and our phone number is (954) 202-6660. Our website can be found at www.biopowercorp.com. The information on our website is not incorporated in this report.

Our Business

Typical Renewable Energy Facility Including Gasification to Electricity or Synthetic Fuel Production

G3P designs, permits, procures equipment, manages construction, intends to partially own and operate and maintain Renewable Waste-to-Energy Facilities using our unique turnkey licensed technology, an upgrade to present gasification technology in use around the world for the last 30 years. These innovative front-end sorting and drying designs in combination with gasifiers enable the company to enhance the thermal output which could provide an increase in revenues and bottom lines. We intend to produce energy through the gasification of non-hazardous municipal solid waste (“MSW”) and other wastes including used tires, tree cuttings, construction and demolition (C&D) wastes and biomass in our specially designed refuse-derived fuel facilities which process waste prior to combustion and gasification, in which waste is heated to create gases (“Syngas”) which are then combusted into steam which can be turned into electricity through traditional steam turbines or create fuel through a Fisher-Tropsch process that has been used for the last ninety years to create fuels. There can be no assurance we will ever build our first WtE facility.

To our knowledge this is the cleanest and most cost effective technology for the conversion of wastes to produce electricity or synthetic fuels. Utilizing a Sorting Facility and an advanced dryer system on the front-end, enables solid wastes, construction & demolition wastes, medical, biological, and pharmaceutical wastes, and used tires as feedstock to produce synthetic gas known as Syngas. Syngas can then be put through a gas generator to produce electricity or the Fisher-Tropsch process to produce synthetic fuels. The front-end drying system is especially helpful in developing countries where there is high organic content and high moisture content waste. G3P also intends to provide waste remediation services.

On November 13, 2013 we entered into a joint venture agreement and formed MicrobeSynergy, 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 I but we have received notification from our joint venture partner that we did not meet Milestone 1. As part of our October 24, 2014 transaction below, we have agreed to sell our interest in this joint venture.

On October 24, 2014, BioPower Operations Corporation (the “Company” or “BOPO”) executed a Share Exchange Agreement (“SEA”) with Green³Power Holdings Company (“G³P”) to acquire G³P and its wholly-owned subsidiaries Green³Power Operations Inc., a Delaware corporation (“G³P OPS”) and Green³Power International Company, a Nevis Corporation (“G³PI”). Pursuant to the terms thereof, at Closing (as defined in the Share Exchange Agreement), and following the Closing, G³P, G³P OPS and G³PI will be wholly-owned subsidiaries of the Company. G³P is a development stage company that is an engineering firm developing waste-to-energy projects using licensed gasification technology, which can convert wastes to energy including electricity, diesel fuels and advanced biofuels. G³P designs, procures, constructs, intends to partially own, operate and maintain Gasification Waste-to-Energy power plants, using their unique thermal licensed gasification technology, an upgrade to present licensed gasification technology in use around the world for the last 30 years. G³P also provides waste remediation services.

We 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.

Licensed Technologies

Green³Power Holdings Company – Licensed gasification technology for Waste-to-Energy Conversion

G³P has an exclusive global License for the use of the technologies and processes for building gasification facilities to convert wastes into electricity and synthetic fuels. Once the royalties paid for the use of these technologies equal $10,000,000, G³P will then own 100% of the technologies and processes without any further license fees. The initial license fees are paid based upon gross revenues of the facilities and their waste conversion operations using the gasification technologies and processes.

Enzyme 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. Under the terms of the agreement, 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. As part of our October 24, 2014 transaction above, we have agreed to sell our interest in this license.

Critical Accounting Policies

In response to financial reporting release FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, from the SEC, we have selected our more subjective accounting estimation processes for purposes of explaining the methodology used in calculating the estimate, in addition to the inherent uncertainties pertaining to the estimate and the possible effects on the our financial condition. The accounting estimates involve certain assumptions that, if incorrect, could have a material adverse impact on our results of operations and financial condition. Our more significant accounting policies can be found in Note 3 of our unaudited interim consolidated financial statements found elsewhere in this report and in our Annual Report on Form 10-K for the year ended November 30, 2014, as filed with the SEC. There have been no material changes to our critical accounting policies during the period covered by this report.

Results of Operations

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

Three and Six Months Ended May 31, 2015 Compared to the Three and Six Months Ended May 31, 2014

The following tables set forth, for the periods indicated, results of operations information from our unaudited interim consolidated financial statements:

Revenue. During the three and six months ended May 31, 2015 and 2014, the Company recognized $7,265 and $0, respectively; in net revenue relating to remediation.

General and Administrative Expenses. Our general and administrative expenses are mainly comprised of compensation expense, corporate overhead, development costs, and financial and administrative contracted services for professional services including legal and accounting, SEC filing fees, and insurance. The increase in our general and administrative expenses is primarily attributable to the increased compensation expense due to the increased number of employees in the three and six months ended May 31, 2015.

Interest Expense. Interest expense for the three and six months ended May 31, 2015 and 2014 primarily represents the accretion of debt discount to interest expense on our outstanding debt, as well as contractual interest expense on our notes payable and convertible debt.

Consulting Revenue. During the three months ended May 31, 2015 and 2014, the Company recognized $0 and $34,868, respectively; in net consulting revenue related to the consulting agreement entered into with a third party in February 2013. During the six months ended May 31, 2015 and 2014, the Company recognized $0 and $111,401, respectively; in net consulting revenue related to this same agreement. The consulting agreement was terminated during the year ended November 30, 2014.

Liquidity and Financial Condition

Cash Flows from Operating Activities

Net cash used in operating activities was $105,951 for the six months ended May 31, 2015, compared with $220,264 for the comparable period in 2014. Net cash used in operating activities for the six months ended May 31, 2015 is mainly attributable to our net loss of $1,011,402, offset by an increase in accounts payable and accrued expenses. Net cash used in operating activities for the six months ended May 31, 2014 is mainly attributable to our net loss of $545,729, offset by the loss on impairment of securities, an increase in accounts payable and accrued expenses due to related parties and an increase in convertible debt and notes payable.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six months ended May 31, 2015 cash flows provided by financing activities was $104,150, compared to $125,100 for the comparable period in 2014. We received $22,500 in proceeds from convertible debt and notes payable with third parties and related parties during the six months ended May 31, 2015, compared to $125,000 in proceeds from convertible debt during the six months ended May 31, 2014. Management is seeking, and expects to continue to seek to raise additional capital through equity and/or debt financings, including through one or more equity or debt financings to fund its operations, and pay amounts due to its creditors and employees. However, there can be no assurance that the Company will be able to raise such additional equity or debt financing or obtain such bank borrowings on terms satisfactory to the Company or at all.

The Company does not currently have sufficient resources to cover on-going expenses and expansion. As of May 31, 2015, the Company had cash of $13,677 and current liabilities of $3,057,660. Our current liabilities include accounts payable and accrued expenses to related parties of $2,324,517. We have historically financed our operations primarily through private placements of common stock, loans from third parties and loans from our Officer. 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.

As reflected in the accompanying unaudited interim consolidated financial statements, the Company has a net loss of $1,011,402 and net cash used in operations of $105,591 for the six months ended May 31, 2015; and a working capital deficit of $3,041,862 at May 31, 2015. 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 and/or equity financings. The Company will likely rely upon related party debt and/or equity financing in order to ensure the continuing existence of the business. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Recent Accounting Pronouncements

See Note 3 to our unaudited interim consolidated financial statements regarding recent accounting pronouncements.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This item is not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of May 31, 2015, the end of the period covered by this report. Based on, and as of the date of such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of May 31, 2015 such that the information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have not been any significant changes in our internal control over financial reporting during the fiscal quarter ended May 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to BioPower Operations Corp., 1000 Corporate Drive, Suite 200, Fort Lauderdale, Florida 33334 Attention: Mr. Robert Kohn.

SIGNATURES

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