NOTICE TO SHAREHOLDERS FOR THE SIX MONTHS ENDED NOVEMBER by kyliemc

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									                 NOTICE TO SHAREHOLDERS
        FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004

                      BLUE POWER ENERGY CORPORATION

Responsibility for Financial Statements

The accompanying financial statements for Blue Power Energy Corporation have been prepared by management in
accordance with Canadian generally accepted accounting principles consistently applied. The most significant of these
accounting principles have been set out in the May 31, 2004 audited financial statements. Only changes in accounting
policies have been disclosed in these financial statements. These statements are presented on the accrual basis of
accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon future events.
Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is
responsible for both the integrity and objectivity of the financial statements, management is satisfied that these financial
statements have been fairly presented.

Auditor involvement

The auditor of Blue Power Energy Corporation has not performed a review of the unaudited financial statements for the
three and six months ended November 30, 2004 and November 30, 2003.
BLUE POWER ENERGY CORPORATION
BALANCE SHEETS
(PREPARED BY MANAGEMENT)
                                              November 30,        May 31,
                                                  2004             2004
                                               (Unaudited)       (Audited)


ASSETS

Current
   Cash                                       $      4,984   $        397
   Sundry receivables                                  108          4,535
                                              $      5,092   $      4,932



LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
Current
   Accounts payable and accrued liabilities   $    118,282   $     96,585
   Due to a related party                           10,582          7,100
                                                   128,864        103,685


Shareholders' Deficiency

Common stock (Note 2)                            1,891,544    1,891,544
Contributed Surplus                                  1,035        1,035
Deficit                                         (2,016,351)  (1,991,332)
                                                  (123,772)     (98,753)
                                              $      5,092 $      4,932
BLUE POWER ENERGY CORPORATION
(PREPARED BY MANAGEMENT - UNAUDITED)
                                                        Three Months Ended                   Six Months Ended
                                                           November 30,                         November 30,
                                                       2004          2003                    2004           2003


STATEMENTS OF OPERATIONS AND DEFICIT

Expenses
   Accounting and corporate services             $       4,350     $         450      $       8,700     $           450
   Directors' fees                                      -                 -                     300             -
   Management fees                                       6,000            -                  12,000             -
   Miscellaneous                                         3,981            (5,939)             4,019                 971
                                                        14,331            (5,489)            25,019             1,421

Net income (loss) for the period                        (14,331)           5,489             (25,019)           (1,421)
DEFICIT, beginning of period                         (2,002,020)       (1,908,242)        (1,991,332)       (1,901,332)
DEFICIT, end of period                           $ (2,016,351) $ (1,902,753)          $ (2,016,351) $ (1,902,753)


Loss/income per share (Note 3)                   $         0.00    $           0.00   $         0.01    $           0.00

Weighted average common shares outstanding            3,825,873         3,825,873         3,825,873         3,825,873


STATEMENTS OF CASH FLOWS
                                                        Three Months Ended                   Six Months Ended
                                                           November 30,                         November 30,
                                                       2004          2003                    2004           2003



Cash flows from operating activities
Net income (loss) for the period                 $      (14,331) $         5,489      $      (25,019) $         (1,421)
Adjustment for
Changes in non-cash working capital
   Decrease (increase) in sundry receivables              3,877           (4,404)             4,427             (4,415)
   Increase (decrease) in accounts payable and
   accrued liabilities                                   11,887           (3,480)            21,697              3,492
Cash flows (used in) operating activities                 1,433           (2,395)             1,105             (2,344)

FINANCING ACTIVITIES
   Due to a related party                                 3,482            -                  3,482             -

(Decrease) increase in cash during the period             4,915            (2,395)            4,587             (2,344)
Cash, beginning of period                                    69            4,259                397              4,208
Cash, end of period                              $        4,984 $          1,864      $       4,984     $        1,864
BLUE POWER ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT - UNAUDITED)
SIX MONTHS ENDED NOVEMBER 30, 2004

1.      ACCOUNTING POLICIES

Blue Power Energy Corporation (the "Company") is an enterprise that is searching for a new business venture while
maintaining its reporting issuer status in Canada.

The unaudited financial statements have been prepared in accordance with Canadian generally accepted accounting
principles for interim financial information. Accordingly, they do not include all of the information and notes to the
financial statements required by Canadian generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six month periods ended November 30, 2004 may
not be necessarily indicative of the results that may be expected for the year ending May 31, 2005.

The balance sheet at May 31, 2004 has been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted accounting principles for complete financial
statements. The interim financial statements have been prepared by management in accordance with the accounting
policies described in the Company's annual financial statements for the year ended May 31, 2004. For further
information, refer to the financial statements and notes thereto included in the Company's annual financial statements for
the year ended May 31, 2004.

BASIS OF PRESENTATION

These financial statements are prepared using Canadian generally accepted accounting principles that are applicable to
a going concern which assumes the Company will continue to operate throughout the next 12 months subsequent to
November 30, 2004. The use of these principles may be inappropriate since there is significant doubt about the
Company's ability to continue as a going concern. Significant doubt exists because the Company is in a net liability
position, and there have been operating losses in the current and prior periods. These statements do not reflect any
adjustments which would be necessary if the going concern assumption were not used.

2.     SHARE CAPITAL

Refer to Supplement I of the November 30, 2004 unaudited financial statements for disclosure of information relating to
the outstanding securities of the Company as at December 20, 2004 to comply with Form 51- 102F1.

(a)    AUTHORIZED

        Unlimited number of non-participating, redeemable, voting
        Class B preference shares
        Unlimited number of Class C preference shares, issuable in series
        Unlimited number of common shares

(b)     COMMON SHARES ISSUED

                                                                    NUMBER OF            STATED
                                                                     SHARES              VALUE

Balance, May 31, 2004 and November 30, 2004                            3,825,873    $   1,891,544


3.     BASIC AND DILUTED LOSS PER SHARE

The basic and diluted loss per share figures are calculated using the weighted monthly average number of common
shares outstanding during the period.
BLUE POWER ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT - UNAUDITED)
SIX MONTHS ENDED NOVEMBER 30, 2004
4.      INCOME TAXES

The estimated taxable income for the period is $nil. Based upon the level of historical taxable income, it cannot be
reasonably estimated at this time if it is more likely than not that the Company will realize the benefits from future tax
assets or the amounts owing from future income tax liabilities.

Consequently, the future recovery or loss arising from differences in tax values and accounting values have been reduced
by an equivalent estimated temporary difference valuation allowance. The estimated taxable temporary difference
valuation allowance will be adjusted in the period that it is determined that it is more likely than not that some portion or
all of the future tax assets or future tax liabilities will be realized.

For further information on the Company's actual losses for tax purposes, refer to the May 31, 2004 audited financial
statements.

5.      RELATED PARTY TRANSACTIONS

During the six months ended November 30, 2004 the Company accrued $12,000 in management fees to Northern Mining
Properties (a partnership of the promoters of the Company) for managing and supervising the Company's activities.

Amount due to a related party is unsecured, non-interest bearing and has no fixed terms of repayment.
BLUE POWER ENERGY CORPORATION
SUPPLEMENT I TO FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT - UNAUDITED)
SIX MONTHS ENDED NOVEMBER 30, 2004
The following securities were outstanding at December 20, 2004:

Common Shares

3,825,873 common shares

								
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