UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 333-172139 CUSIP Number 09072L107

(Check One): ☐ Form 10-K ☑ Form 10-Q ☐ Form 20-F ☐ Form 11-K ☐ Form N-SAR

For Period Ended: August 31, 2012

☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

BioPower Operations Corporation

Full Name of Registrant

1000 Corporate Drive, Suite 200

Address of Principal Executive Office (Street and Number)

Fort Lauderdale, Florida 33334

City, State and Zip Code

_____________________________________________________________________________________

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☑ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☑ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

☐ (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F,10-Q, N-SAR, or other transition report or portion thereof, could not be filed within the prescribed period.

The Registrant is unable to file, without unreasonable effort and expense, its Form 10-Q Quarterly Report for the period ended August 31, 2012 because the Registrant is still compiling information for the Form 10-Q and the auditors have not completed their review of the financial statements for that period. It is anticipated that the Form 10-Q Quarterly Report, along with the financial statements, will be filed on or before the deadline.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Robert D. Kohn (954) 607-2800

(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), been filed? If answer is no, identify report(s).

☑ YES ☐ NO

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof?

☐ YES ☑ NO

If so, attach an explanation of the anticipated change, both narratively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

_____________________________________________________________________________________________

BioPower Operations Corporation

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date October 15, 2012                                                By: /s/ Robert D. Kohn____________________

Name: Robert D. Kohn

Title: Chairman and Chief Executive Officer and Chief Financial Officer