SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

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

Overview

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

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

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

Castor Project

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

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

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

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

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

RESULTS OF OPERATIONS

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

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

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

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




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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Liquidity and Financial Condition



                                                         Three Months Ended
                                                    February 29       February 28
                    Category                           2012              2011

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

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

Cash Flows from Operating Activities

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

Cash Flows Used in Investing Activities

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

Cash Flows from Financing Activities

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

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

Cash and Cash Equivalents

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

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

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

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

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

Three Month Period Ended February 29, 2012

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

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

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

Additional Capital

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

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

PLAN OF OPERATION AND FUNDING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Upon successfully raising $2,500,000,, the salary obligation to our CEO, President and Director of Business Strategy will come into effect, and any amounts accrued to date, and monthly amounts going forward, will be payable for a period up to one year including accruals. The initial annual amounts are $200,000, $150,000 and $125,000 respectively.

The amount and timing of additional funds that might be required cannot be definitively stated as at the date of this report and will be dependent on a variety of factors, including the success of our initial operations and the rate of future expansion that we might plan to undertake. If we were to determine that additional funds are required, we would be required to raise additional capital either by way of loans or equity, which, in the case of equity, would be potentially dilutive to existing stockholders.
The Company cannot be certain that we will be able to raise any additional capital to fund our operations or expansion past the current fiscal year.

OUR CHALLENGES

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

. . .