BOPO BioPower Operations Corporation (CE)

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 focus on developing waste to energy projects globally by designing, engineering, permitting, procuring equipment, managing construction and operating and maintaining facilities for the conversion of wastes into energy through licensed gasification technology including but not limited to producing electricity and ultra-low sulfur renewable synthetic fuels. The Company intends to also provide waste remediation services.

We have not yet generated or realized any significant 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. In 2016, we intend to have revenues from waste remediation projects and consulting engineering. Further, we may have revenues from design, engineering, permitting and procurement of equipment for projects, if our projects that we have been developing receive project finance or payment by owners of the project/s. 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 if none of the operating revenues discussed in this paragraph come to fruition.

About BioPower Operations Corporation

We are organized as a holding company. On October 24, 2014, the Company executed a Share Exchange Agreement with Green ³ Power Holdings Company (“G ³ P”) to acquire G ³ P and its wholly-owned subsidiaries Green ³ Power Operations Inc., a Delaware corporation (“G ³ P OPS”) and Green ³ Power International Company, a Nevis Corporation (“G ³ PI”), which are wholly-owned subsidiaries of the Company. This transaction was a stock for stock exchange, (See Share exchange Agreement below). We conduct all of our operations through Green ³ Power Holdings Company and their subsidiaries which are primarily engaged in the development of waste-to-energy projects and services including design, permitting, equipment procurement, construction management and operations and maintenance of the intended facilities. We intend to hold equity interests in the waste-to-energy facilities on a global basis and operate and maintain the facilities. A second business unit is focused on providing waste remediation services globally.

Strategy

Our mission is to provide waste and energy solutions on a global basis. We intend to do this through a variety of service offerings, including partially owning and operating and maintaining facilities for the conversion of waste to energy (known as “Waste-to-Energy” or “WtE”). Waste-to-Energy serves two key markets as both an on-going waste management solution that is environmentally superior to landfilling and as a source of clean energy that reduces overall greenhouse gas emissions.

We will also provide waste remediation services. Remediation waste is defined in 40 Code of Federal Regulations (CFR) 260.10 as “all solid and hazardous wastes, and all media (including groundwater, surface water, soils, and sediments) and debris, that are managed for implementing cleanup.”

We intend to pursue our mission through the following key strategies:

Our Waste-to-Energy Business

The WtE facilities we intend to build may earn revenue from the following potential revenue streams:

Prior to the start-up of the facility:

We will always have an Operations and Maintenance Agreement to operate and maintain the facility for a minimum of twenty years, for each facility using our technology, with or without ownership in the facility.

After the start-up of a facility if we are an equity owner in the facility, we will earn:

In order to finance projects through traditional project finance, long-term contracts (off-take agreements) need to be executed for the sale of electricity or fuels in combination with a waste contract. There can be no assurance we will ever fund a facility, bring the development of a WtE facility into operation, partially own a WtE facility or operate and maintain a WtE facility.

Project Development of Waste-to-Energy Facilities

Early stage

Our Company is contacted by municipalities, government agencies and local developers for potential waste-to-energy projects on a global basis. We are either asked to respond to a request for proposal (RFP) or request for quotation (RFQ) from a municipality or the local developer has a potential waste-to-energy project.

We then collect as much of the following information that is available:

Once the above information is gathered we prepare a preliminary design, financial models and determine the financial viability of the project. We also look at the credit worthiness of the Government, if outside the U.S., if there is a federal mandate for the purchase of electricity or the credit worthiness of the local utility, if not government owned. If a fuel project, we look at the local fuel rates and if there are credits associated with renewable fuels. We then determine whether or not we will submit a bid based on the financial viability of the project.

Intermediate Stage

Once we respond to an RFP/RFQ the municipality publishes the final bidders list, which generally can be as small a list as two bidders or as many as ten bidders. If we are on the final bidders list, we will meet with the municipality in accordance with our ranking. If we are awarded the bid, we then negotiate with the municipality the waste services agreement, land lease agreement and the Power Purchase Agreement (PPA) or Fuel Off-Take Agreement, if applicable. At times, the Government has mandated the PPA pricing.

We may also negotiate with waste haulers for long term contracts, wherein they will pay us a tipping fee per ton of waste brought to the facility.

Late Stage

During the late stage of project development, we negotiated Waste Agreement, Off-Take Agreement for PPA or the purchase of fuel, and Land Lease Agreement for the site. We make adjustments to our preliminary designs and financial models. We negotiate a Construction contract. We discuss with potential investors and fund managers that we have a project. If they are interested after the initial discussions, we then ask for a commitment letter subject to due diligence. We then provide the essential draft contracts for their review and all due diligence requested in order to finalize the financial commitment. At times, investors/lenders may be part of the final process of contract negotiation to make sure the contracts are compliant with their requirements for funding purposes.

We have not financed any projects at this time and there can be no assurance we ever will finance a project.

BioPower and its subsidiary Green3Power have been working together to develop and finance projects. Based on this work we have the following projects in various stages of development:

Late Stage Project Under Development

St. Lucie County, Florida

Green3Power Operations, Inc. and Vanderweil Engineers are developing a 1,000 tpd Gasification Diesel Fuel Production Facility in St. Lucie County, Florida. Under the executed waste services agreement, the Gasification Facility would receive approximately 800 tpd of waste including 471.4 tpd of freshly collected municipal solid waste (MSW); approximately 105.0 tpd of construction and demolition debris (C&D Debris), approximately 123.3 tpd of Yard Waste, and approximately 100.3 tons/day of used tires. In addition, 200.0 tpd of C&D Debris from the existing C&D Landfill, or 200.0 tpd of baled MSW from the existing MSW Balefill would be excavated and would be transported to the Gasification Facility, where the waste would be converted into 64,000 gallons per day of ultra-low sulfur renewable synthetic fuels and electricity for the running of the facility. The Gasification Facility includes a Sorting Facility to remove heavy metals and reduce ash content, a Waste Dryer, Gasifier, a Cyclone to remove particulate matter from the synthesis gas, a Slagging Unit, a high efficiency, high temperature and pressure HRSG Boiler, and four-stage Steam Turbine/Generator, a Fischer Tropsch Reactor and Fuel Production System, and highly effective flue gas treatment system.

When in full operation, the projected $228 million budget for the St. Lucie plant including insurance costs will produce approximately 64,000 gal/day of ultra-low sulfur renewable synthetic fuel and 16,000 gal/day of Naptha with projected revenues of more than $83 million annually, varying with the price of fuel. The anticipated internal rate of return on the project investment is approximately twenty percent 20% with an EBIDTA of approximately $56.0 million in Year 1. The plant will create approximately 221 new jobs in the St. Lucie area. The power plant will feature an effective flue gas clean up train to ensure that regulated emissions are far below the concentrations allowed under Federal air quality standards. The upflow fluidized bed gasifiers to be used at the new facility have been in waste to energy service for more than 33 years. The project management team consists of the following team members:

●          Green3Power Operations, who manages the project, and is responsible for the design, engineering, permitting, construction management, and operation and maintenance of the St. Lucie County Renewable Energy Facility; and

●          Vanderweil Engineers, who is also responsible for the design, construction and permitting of the St. Lucie County Renewable Energy Facility.

Waste will be transported to the Sorting Facility, where the waste will be sorted to remove metals, glass, e-waste, and unacceptable waste, and then processed through a shredder to reduce the particle size. The waste will then be fed into the dryers, to reduce the water content, and then fed into the Gasifiers. The Gasifiers convert the waste into a synthesis gas and ash at a temperature of 1,000 to 1,400 deg. C. The diesel fuel production system utilizes an advanced Fischer Tropsch reactor to produce ultra-low sulfur renewable synthetic No. 2 diesel fuel. The flue gas is processed through a Cyclone to remove particulate matter, an Acid Gas Removal Unit and Ammonia Scrubber to remove HCl, H2S, and HNO3, an Electrostatic Precipitator to remove sub 2.5 micron particulate matter, a Bag House with carbon injection to remove particulate matter, heavy metals, and organics, and is then discharged out the stack at a temperature of 200 deg C, which prevents condensation.

The Green3Power Operations Renewable Energy Gasification System extracts water from the waste, and combines that water with leachate from the collection vehicles, Sorting Facility, and Inert MSW Landfill, and wastewater from the onsite sanitary facilities and cleaning water, and that water is treated in an onsite leachate/water treatment facility to boiler feed water standards. This treated water is then used as the makeup water in the system to provide the process and cooling water for the facility. Therefore, 100 percent of the water used by the facility is recycled.

On the Power Production Line the Synthesis gas is passed through an HRSG Boiler to produce high temperature and pressure steam. The steam is fed to a high efficiency steam turbine to generate clean, green, renewable electric energy. The flue gas is processed through a Cyclone to remove particulate matter, an Acid Gas Removal Unit to remove HCl, H2S, and HNO3, an Electrostatic Precipitator to remove sub 2.5 micron particulate matter, a Bag House with carbon injection to remove particulate matter, heavy metals, and organics, and is then discharged out the stack at a temperature of 140 to 200 deg C, which prevents condensation. The Power Production Line produces parasitic loading for the electricity needed for the facility of clean, green, electrical power 24 hours per day, 365 days per year.

As a result, the Green3Power Operations Renewable Energy Gasification System does not take water from the city water supply, and does not discharge any wastewater to the sanitary system. All water is collected on site, treated onsite, and is recycled and used as process and cooling water. In addition, emissions from the facility are 100 times lower than EU and USEPA standards for Heavy Metals, Particulate Matter, NOx, SOx, and other key industrial pollutants, and the ash is processed through a slagging unit to remove the carbon, melted to form slag, and then crushed and sold as a sand replacement for concrete block production. The Gasification Facility recycles 100 percent of the water that it uses, has emission more than 100 times below air quality standards, and does not put by-product ash into a landfill. As a result, the Renewable Energy Gasification Facility is considered to be a “Green” technology for water, air, and solids.

The projected cost of the project is $228,000,000. The breakdown of the use of the investment funds may be summarized as follows:

There can be no assurance St. Lucie County, Florida will ever be financed and brought into operation. There can be no assurance we will ever bring the development of a WtE facility into operation, partially own a WtE facility, or operate and maintain a WtE facility.

Environmental Benefits of Waste-to-Energy

We believe that WtE offers solutions to public sector leaders around the world for addressing two key issues: (1) on-going management of waste, and (2) renewable energy generation. We believe that the environmental benefits of WtE, as an alternative to landfilling, are clear and compelling: by processing municipal solid waste in our intended WtE facilities, where we can reduce greenhouse gas (“GHG”) emissions (as the methane emitted by landfills is over 23 times more potent than carbon dioxide (“CO ₂ ”) over a 100 year period), lower the risk of ground-water contamination, and conserve land. At the same time, WtE generates clean, reliable energy from a renewable fuel source, thus reducing dependence on fossil fuels, the combustion of which is itself a major contributor of GHG emissions. The United States Environmental Protection Agency (“EPA”), using lifecycle tools such as its own Municipal Solid Waste Decision Support Tool, has found that, on average, approximately one ton of CO ₂ -equivalent is reduced relative to landfilling for every ton of waste processed. Compared with fossil based generation, each ton of waste processed eliminates the need to consume approximately one barrel of oil or one-quarter ton of coal, in order to generate the equivalent amount of electricity. As public planners address their needs for more environmentally sustainable waste management and energy generation in the years ahead, we believe that WtE will be an increasingly attractive alternative.

Waste Remediation

G ³ P management has significant experience in waste remediation projects. Remediation waste is defined as all solid and hazardous wastes, and all media (including groundwater, surface water, soils, and sediments) and debris, that are managed for implementing cleanup and regulatory compliance. Waste remediation includes the removal of toxins from landfills, superfund sites and water remediation. G ³ P intends to provide services for waste remediation on a global basis. There can be no assurance any waste remediation project will successfully be developed or financed.

Environmental and Humanitarian Benefits of Waste Remediation

The importance of waste remediation goes far beyond economic reasons include providing basic humanitarian services including clean drinking water and a healthy environment to hundreds of millions of people who suffer from cholera, cancers and other diseases created by unsound environmental conditions. The management team has the experience and knowledge to provide waste remediation services which can solve these environmental problems while earning significant service fees from providing these remediation services.

Present Operations

Waste-to-Energy Projects

We are currently in different stages of development of WtE projects in the United States with Vanderweil Engineers (primarily in Florida, New York, Arizona, California, and Hawaii); and in joint venture with local developers for the development of WtE projects outside the United States in Europe, the Middle East and UAE, the Philippines, Indonesia, Korea, South Viet Nam, Pakistan and various African countries. At present, we have in excess of five billion ($5,000,000,000) of total projected cost of projects in early stage development all over the world. There can be no assurance we will ever fund a WtE facility, bring a WtE facility into operation, partially own a WtE facility or operate and maintain a WtE facility.

We intend to generate revenues from our WtE projects in the following ways: prior to commencing facility operations we intend to earn fees from developing, designing and permitting the WtE facility, equipment procurement, and construction management of the facility. After the facility is in operation, if we own an interest in a facility, our revenues will be derived from the following main sources: (1) fees charged for waste received (tipping fees); (2) the sale of electricity and/or steam, and/or the sale of ultra-low sulfur renewable synthetic fuels, and (3) from the sale of ferrous and non-ferrous metals and other recyclables that are recovered from the waste stream as part of the WtE process. If a facility is in operation we will earn operations and maintenance fees for each facility through a long-term contract to operate and maintain the facility. Our intended facilities may sell energy primarily to utilities or government owned municipalities at negotiated contracted rates on a long term contract called a power purchase agreement (PPA).

WtE Project Contracts

Most of our WtE projects under development have been or will be developed and structured contractually as part of a competitive procurement process conducted by municipal and government entities. Although each contractual agreement has similarities, each contract is different, reflecting the specific needs and concerns of the community, applicable regulatory requirements and/or other factors including site and waste streams.

Our WtE project contracts may include waste agreements known as “Tipping Fee” contracts. Tipping Fee contracts are based on a per-ton fee we receive for receiving and processing each ton of waste. Each project intends to retain all of the revenue generated from the production of energy and recyclable sales in each special purpose vehicle (“SPV”) that is formed for each facility.

Our WtE project contracts will include off-take agreements either for the sale of electricity known as a (“PPA”) contract or the sale of the ultra-low sulfur renewable synthetic fuel. Power Purchase Agreements are usually with utility companies, municipalities, government agencies or end users and may contract for the purchase of electricity at a fairly constant rate for usually 15 – 30 years with extensions and usually subject to consumer price index changes. Our ultra-low sulfur renewable synthetic fuel is a commodity and can be sold into the wholesale and retail markets or to government agencies and is subject to fluctuations in the prices of the market which may vary significantly from country to country. Contracts are shorter in term and subject to market fluctuations.

International Projects

The ownership and operation of facilities in foreign countries entails significant political and financial uncertainties, typically not encountered in the United States. Key international risks include currency exchange rates, currency repatriation restrictions, currency convertibility, government-sponsored efforts to renegotiate long-term contracts, non-payment of tipping fees, unexpected changes in electricity tariffs, changes in the markets for fuel, changes in laws and regulations and political, economic or military instability. Such risks have the potential to cause material impairment to the potential international projects.

Many of the countries in which the Company seeks projects are lesser developed countries than the United States or developing countries. The political, social and economic conditions in some of these countries are typically less stable than in the United States. The financial condition and creditworthiness of the potential purchasers of power may be a government or private utility or for the purchasers of fuel for projects in foreign countries may not be as strong as those of similar entities in the United States. At the time the Company develops a project, the investors/lenders undertake a credit analysis of the obligations of the purchasers under the off-take agreement for electricity or fuel and the waste agreement. The investors/lenders will look at the credit rating of the country and see if there are available government guarantees including letters of credit and other financial instruments to provide the necessary guarantees for the obligations under the waste and off-take agreements for the funding of the project.

The Company will typically seek to negotiate long-term contracts for the tipping fees from the delivery of a guaranteed waste stream and for the off-take agreement for the sale of electricity or fuels. The Company will also seek payment for the agreements that the Company enters into in U.S. Dollars. Often these agreements will be made in whole or part in the domestic currencies of the host countries. Conversion of such currencies into U.S. dollars generally is not assured by a government or other creditworthy country agency and may be subject to limitations in the currency markets, as well as restrictions of the host country. In addition, fluctuations in the value of such currencies against the value of the U.S. dollar may cause the Company’s participation in such projects to yield less return than expected. Transfer of earnings and profits in any form beyond the borders of the host country may be subject to special taxes or limitations imposed by host country laws. The Company has sought to participate in projects in jurisdictions where limitations on the convertibility and expatriation of currency have been lifted by the host country and where such local currency is freely exchangeable on the international markets. In most cases, components of project costs incurred or funded in the currency of the United States are recovered without risk of currency fluctuation through negotiated contractual adjustments to the price charged for electricity or fuels. This contractual structure may cause the cost in local currency to rise from time to time in excess of local inflation, and consequently there is risk in such situations.

The Company has sought to manage and mitigate these potential risks through all means that it deems appropriate, including: the use of investors/lender’s political and financial analysis of the host countries and the key participants in each project; guarantees of relevant agreements with creditworthy entities; political risk and other forms of insurance; participation by United States and/or international development finance institutions in the financing of projects in which the Company participates; and joint ventures with other companies to pursue the development, financing and construction of these projects. The Investors/Lenders determine which mitigation measures to apply based on its balancing of the risk presented, the availability of such measures and their cost.

Financing and Ownership of WtE Facilities

Financing

We have over the past year met with various investors and lenders who finance these types of waste to energy projects. In order to finance a waste to energy project there are many agreements that need to be contracted and in place before a final financial commitment. These include:

There can be no assurance that any project under development will ever successfully be financed.

Ownership

We intend to partially own each WtE facility. G3P intends to create a special purpose entity (“SPE”) company for each waste to energy project. Every SPE must have a sustainable project including facilities to process the waste into saleable products such as electricity or ultra-low sulfur renewable synthetic fuels. Each project will have joint venture partners that may provide various necessary elements for a project to obtain finance including: business development from a local partner, waste services, technology and/or the sale of end products produced. The Company intends to offer ownership in our initial SPEs to local co-development partners and investors. Each project must have a waste agreement coupled with an off-take agreement. These agreements may enable the SPE to obtain financing based upon the potential profitability of each project and risk mitigation. The role G3P intends to fulfill in each SPE is executive and general management, procurement of funding and development of markets for the sale of end products.

There can be no assurance any project will successfully be developed or financed.

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 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.

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. The Board of Directors agreed to sell this subsidiary pursuant to the October 24, 2014 transaction described below.

As of November 30, 2012, we considered 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 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 for the testing and development of the project subject to material adverse events - the TSA Project. As of April 1, 2014, we received notification of termination of the TSA project due to material and adverse events related to the necessity for building roads due to extreme flooding conditions and issues associated with clearing of the land.

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. The Board of Directors agreed to sell this subsidiary pursuant to the October 24, 2014 transaction described below.

On October 24, 2014, BioPower Operations Corporation (the “Company” or “BOPO”) executed a Share Exchange Agreement (“SEA”) with Green3Power Holdings Company (“G ³ P”) to acquire G ³ P and its wholly-owned subsidiaries Green3Power Operations Inc., a Delaware corporation (“G ³ P OPS”) and Green ³ Power International Company, a Nevis Corporation (“G ³ PI”). Pursuant to the terms thereof, G3P shareholders exchanged their G3P stock for 20% of the outstanding common stock of BioPower after issuance and future consideration based on performance. Following the Closing, G ³ P, G ³ P OPS and G ³ PI became wholly-owned subsidiaries of the Company. G ³ P is a development stage company that develops waste-to-energy projects using exclusively licensed gasification technology, which can convert wastes to energy including electricity and synthetic fuels. G ³ P designs, procures equipment, manages the construction, intends to partially own and operate and maintain Gasification Waste-to-Energy power plants, using their unique thermal exclusively licensed gasification technology, an upgrade to present gasification technology in use around the world for the last 30 years. G ³ P has many projects under development but there can be no assurance that their first gasification facility will ever be built. G ³ P also provides waste remediation services.

BioPower and G ³ P Strategic Alliance

BioPower and G ³ P entered into a strategic alliance to split the ownership of each project when BioPower develops the project or provides financing for the project. This strategic alliance will end in two years from October 24, 2014 unless extended for one year under the terms of the SEA Agreement. The sole purpose of splitting the ownership is to define each company’s revenues under the SEA Agreement. (See SEA Agreement). BioPower’s management has pursued business development activities for both potential waste-to-energy projects as well as waste remediation projects. There can be no assurance such business development will ever lead to a successful project.

MARKETS, COMPETITION AND BUSINESS CONDITIONS

General Business Conditions

The Company’s business can be adversely affected by general economic conditions, inflation, competitive conditions, government restrictions and controls, changes in law, force majeure events including natural disasters, weather, the adverse financial condition of customers and suppliers, various technological changes and other factors over which the Company has no control including lack of investors or lenders to fund the projects.

The Company expects in the foreseeable future that competition for new projects will be intense in all domestic and International markets in which the Company intends to conduct its business, and its business will be subject to a variety of competitive and market influences.

Our waste-to-energy business. The Company competes both domestically and internationally for waste-to-energy projects, which are highly competitive. There are many companies which are financially capable of funding their own projects. We do not have the ability to fund a project and must seek funding for our potential projects from investors and lenders. These projects must have agreements with entities that are credit worthy or can provide credit worthy enhancements including letters of credit or sovereign guarantees. Sovereign guarantees may need to be credit enhanced to bring them up to credit worthy standards. We target projects that seek green renewable energy with waste solutions to protect their environment and that have tipping fees and an off-take agreement for electricity or fuels. These revenues and associated costs must produce a project with financial criteria to enable financing. Normally, these are projects that both domestic and foreign municipalities and governments request a bid.

Once a contract is awarded or a project is financed and constructed, the Company’s business can be impacted by a variety of risk factors which can affect profitability over the life of a project. Some of these risks are at least partially within the Company’s control, such as successful operation in compliance with law and the presence or absence of labor difficulties or disturbances. Other risk factors, described above, are largely out of the Company’s control and may have an adverse impact on a project over a long-term operation. (See Risk Factors)

Technology, Research and Development

Globally, we have the Exclusive License right to market the proprietary W-t-E conversion technology using gasification. We believe that our know-how and management’s experience and reputation in the field of waste and WtE coupled with our know-how in designing, engineering and permitting enables us to compete for WtE projects.

We believe that our exclusively licensed technology offers an environmentally superior solution to post-recycled waste management and energy challenges faced by leaders around the world, and that our efforts to expand our business will be enhanced by the development of additional technologies in such fields as emission controls, residue disposal and alternative waste treatment processes. Our management team has developed new and cost-effective technologies that control NOx and SOx emissions. We intend to maintain a focus on research and development of technologies in these and other areas that we believe will enhance our competitive position, and offer new technical solutions to waste and energy problems that augment and complement our business.

A number of other companies are similarly engaged in new technology development focused on extracting energy from waste materials through a variety of technical approaches, including: gasification, pyrolysis or other combustion designs; converting waste to fuels; or processing waste to enable co-firing in larger power plants or industrial boilers. Firms engaged in these activities generally are more capitalized, and some engage in joint ventures with larger and well-capitalized companies. To date, we believe such efforts have not produced technologies that offer economically viable alternatives on a large scale.

REGULATION OF BUSINESS

Regulations Affecting Our Business

Environmental Regulations — General

Our business activities in the United States are extensively regulated pursuant to federal, state and local environmental laws. Federal laws, such as the Resource Conservation and Recovery Act (RCRA), Clean Air Act, and Clean Water Act, and their state counterparts, govern discharges of pollutants to air and water. Other federal, state and local laws comprehensively govern the generation, transportation, storage, treatment and disposal of solid and hazardous waste and also regulate the storage and handling of chemicals and petroleum products (such laws and regulations are referred to collectively as the “Environmental Regulatory Laws”).

Other federal, state and local laws, such as the Comprehensive Environmental Response Compensation and Liability Act, commonly known as “CERCLA” and collectively referred to with such other laws as the “Environmental Remediation Laws,” make us potentially liable on a joint and several basis for any onsite or offsite environmental contamination which may be associated with our activities and the activities at our intended sites. These include landfills we may own, operated or lease, or at which there has been disposal of residue or other waste generated, handled or processed by our facilities in the future. Some state and local laws also impose liabilities for injury to persons or property caused by site contamination. Some service agreements provide us with indemnification from certain liabilities.

The Environmental Remediation Laws prohibit disposal of regulated hazardous waste at municipal solid waste facilities. The service agreements recognize the potential for inadvertent and improper deliveries of hazardous waste and specify procedures for dealing with hazardous waste that is delivered to a facility. Under some service agreements, we may be responsible for some costs related to hazardous waste deliveries. We have not incurred material hazardous waste disposal costs to date.

The Environmental Regulatory Laws require that many permits be obtained before the commencement of construction and operation of any waste or renewable energy project, and further require that permits be maintained throughout the operating life of the facility. We can provide no assurance that all required permits will be issued or re-issued, and the process of obtaining such permits can often cause lengthy delays, including delays caused by third-party appeals challenging permit issuance. Our failure to meet conditions of these permits or of the Environmental Regulatory Laws can subject us to regulatory enforcement actions by the appropriate governmental authority, which could include fines, penalties, damages or other sanctions, such as orders requiring certain remedial actions or limiting or prohibiting operation. See Item 1A. Risk Factors — Compliance with environmental laws, including changes to such laws, could adversely affect our results of operations. To date, we have not incurred any penalties, been required to incur capital costs or additional expenses, or been subjected to restrictions on our operations as a result of violations of Environmental Regulatory Laws or permit requirements.

Our intended operations may be subject to proceedings and orders pertaining to emissions into the environment and other environmental violations, which may result in fines, penalties, damages or other sanctions, we believe that we will be in compliance with existing Environmental Regulatory Laws. We may be identified, along with other entities, as being among parties potentially responsible for contribution to costs associated with the correction and remediation of environmental conditions at disposal sites subject to CERCLA and/or analogous state Environmental Remediation Laws. Our ultimate liability in connection with such environmental claims will depend on many factors, including our volumetric share of waste, the total cost of remediation, and the financial viability of other companies that have also sent waste to a given site and, in the case of divested operations, our contractual arrangement with the purchaser of such operations.

The Environmental Regulatory Laws may change. New technology may be required or stricter standards may be established for the control of discharges of air or water pollutants, for storage and handling of petroleum products or chemicals, or for solid or hazardous waste or ash handling and disposal. Thus, as new technology is developed and proven, we may be required to incorporate it into new facilities. This new technology may be more expensive than the technology we currently intend to use.

Environmental Regulations — Recent Developments

Maximum Achievable Control Technology Rules (“MACT Rules”) — EPA is authorized under the Clean Air Act to issue rules periodically which tighten air emission requirements to achievable standards, as determined under a specified regulatory framework. EPA is required to establish these MACT rules for a variety of industries, including new and existing industrial boilers and municipal waste combustion (“MWC”) units. Our intended facilities intend to comply with all applicable MACT Rules currently in effect.

Energy Regulations

Our businesses are subject to the provisions of federal, state and local energy laws applicable to the development, ownership and operation of facilities located in the United States. The Federal Energy Regulatory Commission (“FERC”), among other things, regulates the transmission and the wholesale sale of electricity in interstate commerce under the authority of the Federal Power Act (“FPA”). In addition, under existing regulations, FERC determines whether an entity owning a generation facility is an Exempt Wholesale Generator (“EWG”), as defined in the Public Utility Holding Company Act of 2005 (“PUHCA 2005”). FERC also determines whether a generation facility meets the ownership and technical criteria of a Qualifying Facility (cogeneration facilities and other facilities making use of non-fossil fuel power sources such as waste, which meet certain size and other applicable requirements, referred to as “QF”), under the Public Utility Regulatory Policies Act of 1978 (“PURPA”). Our intended United States generating facilities intend to qualify as a QF or otherwise exempt, or the subsidiary owning the facility intends to be determined to be an EWG.

Federal Power Act — The FPA gives FERC exclusive rate-making jurisdiction over the wholesale sale of electricity and transmission of electricity in interstate commerce. Under the FPA, FERC, with certain exceptions, regulates the owners of facilities used for the wholesale sale of electricity or transmission of electricity in interstate commerce as public utilities. The FPA also gives FERC jurisdiction to review certain transactions and numerous other activities of public utilities. QFs intend to be exempt from FERC’s rate regulation under Sections 205 and 206 of the FPA because (i) the QF is 20 MW or smaller or (ii) its sales are made pursuant to a state regulatory authority’s implementation of PURPA. QFs that do not meet the exemptions would be required to obtain market-based rate authority from FERC or otherwise make sales pursuant to rates on file with FERC.

Under Section 205 of the FPA, public utilities are required to obtain FERC’s acceptance of their rate schedules for the wholesale sale of electricity. With respect to generating companies with market-based rate authorization, FERC has the right to suspend, revoke or revise that authority and require our sales of energy to be made on a cost-of-service basis if FERC subsequently determines that we can exercise market power, create barriers to entry, or engage in abusive affiliate transactions. In addition, amongst other requirements, market-based rate sellers are subject to certain market behavior and market manipulation rules and, if any of our subsidiaries were deemed to have violated any one of those rules, such subsidiary could be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of market-based rate authority, as well as criminal and civil penalties. If the market-based rate authority for one (or more) of our subsidiaries was revoked or it was not able to obtain market-based rate authority when necessary, and it was required to sell energy on a cost-of-service basis, it could become subject to the full accounting, record keeping and reporting requirements of FERC. Even where FERC has granted market-based rate authority, FERC may impose various market mitigation measures, including price caps, bidding rules and operating restrictions where it determines that potential market power might exist and that the public interest requires such potential market power to be mitigated. A loss of, or an inability to obtain, market-based rate authority could have a material adverse impact on our business. We can offer no assurance that FERC will not revisit its policies at some future time with the effect of limiting market-based rate authority, regulatory waivers, and blanket authorizations.

In compliance with Section 215 of the Energy Policy Act of 2005 (“EPAct 2005”), FERC has approved the North American Electric Reliability Corporation, or “NERC,” as the National Energy Reliability Organization, or “ERO”. As the ERO, NERC is responsible for the development and enforcement of mandatory reliability standards for the wholesale electric power system. Certain of our subsidiaries may become responsible for complying with the standards in the regions in which we may operate. NERC also has the ability to assess financial penalties for non-compliance. In addition to complying with NERC requirements, certain of our subsidiaries may have to comply with the requirements of the regional reliability council for the region in which that entity is located. Compliance with these reliability standards may require significant additional costs, and noncompliance could subject us to regulatory enforcement actions, fines, and increased compliance costs.

Public Utility Holding Company Act of 2005 — PUHCA 2005 provides FERC with certain authority over and access to books and records of public utility holding companies not otherwise exempt by virtue of their ownership of EWGs, QFs, and Foreign Utility Companies, as defined in PUHCA 2005. We may be deemed a public utility holding company, but if all or most of our generating facilities have QF status, are otherwise exempt, or are owned through EWGs, we are exempt from the accounting, record retention, and reporting requirements of PUHCA 2005.

EPAct 2005 eliminated the limitation on utility ownership of QFs. Over time, this may result in greater utility ownership of QFs and serve to increase competition with our businesses. EPAct 2005 also extended or established certain renewable energy incentives and tax credits which might be helpful to expand our businesses or for new development.

Public Utility Regulatory Policies Act — PURPA was passed in 1978 in large part to promote increased energy efficiency and development of independent power producers. PURPA created QFs to further both goals, and FERC is primarily charged with administering PURPA as it applies to QFs. FERC has promulgated regulations that exempt QFs from compliance with certain provisions of the FPA, PUHCA 2005, and certain state laws regulating the rates charged by, or the financial and organizational activities of, electric utilities. The exemptions afforded by PURPA to QFs from regulation under the FPA and most aspects of state electric utility regulation are of great importance to us and our competitors in the WtE and independent power industries.

PURPA also initially included a requirement that utilities must buy and sell power to QFs. Among other things, EPAct 2005 eliminated the obligation imposed on utilities to purchase power from QFs at an avoided cost rate where the QF has non-discriminatory access to wholesale energy markets having certain characteristics, including nondiscriminatory transmission and interconnection services. In addition, FERC has established a regulatory presumption that QFs with a capacity greater than 20 MW have non-discriminatory access to wholesale energy markets in most geographic regions in which we operate. As a result, many of our development projects must rely on competitive energy markets rather than PURPA’s historic avoided cost rates in establishing and maintaining their viability. Existing contracts entered into under PURPA are not impacted, but as these contracts expire, a significant and increasing portion of our electricity output will be sold at rates determined through our participation in competitive energy markets.

Recent Policy Debate Regarding Climate Change and Renewable Energy

The public and political debate over GHG emissions (principally CO ₂ and methane) and their contribution to climate change continues both internationally and domestically. Any resulting regulations could in the future affect our business. WtE is internationally recognized as creating net reductions in GHG emissions and is otherwise environmentally beneficial, because it:

In addition, WtE facilities are a domestic source of energy, preserve land, and are typically located close to the source of the waste and thus typically reduce fossil fuel consumption and air emissions associated with long-haul transportation of waste to landfills.

For policy makers at the local level who make decisions on sustainable waste management alternatives, we believe that using WtE instead of landfilling will result in significantly lower net GHG emissions, while also introducing more control over the cost of waste management and supply of local electrical power. We are actively engaged in encouraging policy makers at state and federal levels to enact legislation that supports WtE as a superior choice for communities to avoid both the environmental harm caused by landfilling waste, and reduce local reliance on fossil fuels as a source of energy.

Many of these same policy considerations apply equally to other renewable technologies, especially with respect to our intended business. The extent to which such potential legislation and policy initiatives will affect our business will depend in part on whether WtE and our other renewable technologies are included within the range of clean technologies that could benefit from such legislation.

In the absence of new legislative efforts, EPA is continuing to move forward with its regulation of GHGs under the Clean Air Act (“CAA”). In 2011, GHG emissions became subject to the Prevention of Significant Deterioration (“PSD”) and Title V programs of the CAA. While the inclusion of GHGs under the Title V program does not introduce new requirements for existing facilities other than additional reporting requirements, the inclusion of GHGs under PSD will impact new facilities. In 2013, EPA re-proposed GHG performance standards for new power plants. The newly proposed rule does not apply to biomass or MWC units and the rule has not been finalized. EPA is also on a timeline to propose rules for existing power plants in 2014. We cannot predict at this time the potential impact to our business of EPA’s regulatory initiatives under the CAA, or whether EPA’s regulation will be impacted or superseded by any future climate change legislation. We continue to closely follow developments in this area.

While the political discussion in Congress, as well as at the state and regional levels, has not been aimed specifically at waste or WtE businesses, regulatory initiatives developed to date have been broad in scope and designed generally to promote renewable energy, develop a certified GHG inventory, and ultimately reduce GHG emissions.

Other Regulations

Many countries have expansive systems for the regulation of its energy business. These generally include provisions relating to ownership, licensing, rate setting and financing of generation and transmission facilities.

We provide waste and energy services through environmentally-protective project designs, regardless of the location of a particular project. Compliance with environmental standards comparable to those of the United States are often conditions to credit agreements by multilateral banking agencies, as well as other lenders or credit providers. The laws of various countries include pervasive regulation of emissions into the environment and provide governmental entities with the authority to impose sanctions for violations, although these requirements are generally different from those applicable in the United States. See Item 1A. Risk Factors — Exposure to international economic and political factors may materially and adversely affect our international businesses and — Compliance with environmental laws, including changes to such laws, could adversely affect our results of operations.

International Climate Change Policies

Certain international markets in which we are proposing WtE projects have recently adopted regulatory or policy frameworks that encourage WtE projects as important components of GHG emission reduction strategies, as well as waste management planning and practice.

The European Union

The European Union has adopted regulations that require member states to reduce the utilization of and reliance upon landfill disposal. The legislation emanating from the European Union is primarily in the form of “Directives,” which are binding on the member states but must be transposed through national enabling legislation to implement their practical requirements, a process which can result in significant variance between the legislative schemes introduced by member states. Certain Directives notably affect the regulation of WtE facilities across the European Union. These include (1) Directive 96/61/EC concerning integrated pollution prevention and control (known as the “IPPC Directive”) which governs emissions to air, land and water from certain large industrial installations (amended several times and is now consolidated in Directive 2008/1/EC), (2) Directive 1999/31/EC concerning the landfill of waste (known as the “Landfill Directive”) which imposes operational and technical controls on landfills and restricts, on a reducing scale, the amount of biodegradable municipal waste which member states may dispose of to landfill, (3) Directive 2008/98/EC on waste (known as the revised “Waste Framework Directive”) which enshrines the waste hierarchy to divert waste from landfill and underpins a preference for efficient energy-from-waste for the recovery of value from residual wastes, and (4) Directive 2000/76/EC concerning the incineration of waste (known as the “Waste Incineration Directive” or “WID”), which imposes limits on emissions to air or water from the incineration and co-incineration of waste. Effective January 2014, the IPPC Directive and the WID will be merged, consolidated and replaced by Directive 2010/EU (the “Industrial Emissions Directive”).

Employee Health and Welfare

We are subject to numerous regulations enacted to protect and promote worker health and welfare through the implementation and enforcement of standards designed to prevent illness, injury and death in the workplace. The primary law relating to employee health and welfare applicable to our business in the United States is the Occupational Safety and Health Act of 1970 (“OSHA”), which establishes certain employer responsibilities including maintenance of a workplace free of recognized hazards likely to cause illness, death or serious injury, compliance with standards promulgated by OSHA, and assorted reporting and record keeping obligations, as well as disclosure and procedural requirements. Various OSHA standards apply to certain aspects of our intended operations.

Employee health and welfare laws governing our business in foreign jurisdictions include the Workplace Health and Safety Directive and the Directive concerning ionizing radiation in the European Union, and various provisions of the Canada Labour Code and related regulations in Canada.

EMPLOYEES

As of November 30, 2015, we had seven employees; our Chairman and Chief Executive Officer, a Director of Business Development & Strategy, and an accountant are part of BioPower. G3P has four full-time employees consisting of engineers, waste management professionals and a strategic manager. We also use various consultants, strategic alliance partners, joint venture partners and advisors. We also have project development partners who have employees throughout the world. 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. A special purpose entity is formed for each project and will hire their own employees and staff for facility operations. We presently rely on present management, partners, consultants and advisors to direct our business.

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

G ³ P has an exclusive global license agreement to deploy the licensed gasification technology. We have to pay up to $10,000,000 for these rights through the payment of a license fee earned from revenues in each project. We also pay our Licensor royalties on revenues produced from utilizing the technology in projects. This license fee reduces the $10,000,000 until paid. Once the full payment is made, G ³ P will own all rights to the technology with no further royalties due to the Licensor. The Company will continue to charge license fees and royalties for each project built, if the Company owns less than 100% of the project.

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

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 operations, these are part of the normal and customary costs for every waste to energy 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 facility.

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. If waste to energy facilities are up and running, electricity and diesel fuels may be produced. At that time, the Board will revisit the proponents of having an energy exchange. There can be no assurance such funding will ever be achieved or that the energy exchange will ever be launched.

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.