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

FORM 20-F

£
       REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

S
       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

£
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

£
       SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 0-32255

BALATON POWER INC.(Exact name of Registrant specified in its charter)

BRITISH COLUMBIA, CANADA(Jurisdiction of incorporation or organization)

Suite 206, 20257 54th Avenue
Langley, British Columbia
Canada V3A 3W2(Address of principal executive offices)

Contact Person: Paul Preston
Email: boxbal@shaw.caTelephone: (604) 533-5075, Facsimile: (604) 533-5065

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

Securities registered or to be registered pursuant to Section 12(g) of the Act:

COMMON SHARES WITHOUT PAR VALUE
(Title of Class)

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None

Number of outstanding shares of the Company's only class of capital or common stock as at December 31, 2008 was 83,453,737 common shares without par value.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES      [ ]                                              NO     [X]

If this is an annual report or a transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

YES      [ ]                                              NO     [X]

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES      [X]                                              NO     [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (check one):

Large accelerated filer   [ ]            Accelerated filer   [ ]            Non-accelerated filer   [X]

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP   [ ] | International Financial Reporting Standards as issued [ ]
by the International Accounting Standards Board | Other   [X]
|--------------- | --------------------------------------------------------------------------------------------------------- | -----------

If "other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17   [X]                       Item 18   [ ]

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES      [ ]                                              NO     [X]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by checkmark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

YES              [  ]                                NO            [  ]     N/A



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TABLE OF CONTENTS





|                                                                                           | Page                                                                        
|------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------
|Glossary                                                                                   | 1                                                                           
|Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources | 4                                                                           
|Cautionary Note to U.S. Investors concerning estimates of Inferred Resources               | 4                                                                           
|Forward-Looking Statements                                                                 | 4                                                                           
|PART I                                                                                     | 6                                                                           
|Item 1.                                                                                    | Identity of Directors, Senior Management and Advisers                       
|Item 2.                                                                                    | Offer Statistics and Expected Timetable                                     
|Item 3.                                                                                    | Key Information                                                             
|Item 4.                                                                                    | Information on the Company                                                  
|Item 4A.                                                                                   | Unresolved Staff Comments                                                   
|Item 5.                                                                                    | Operating And Financial Review And Prospects                                
|Item 6.                                                                                    | Directors, Senior Management and Employees                                  
|Item 7.                                                                                    | Major Shareholders and Related Party Transactions                           
|Item 8.                                                                                    | Financial Information                                                       
|Item 9.                                                                                    | The Offer and Listing                                                       
|Item 10.                                                                                   | Additional Information                                                      
|Item 11.                                                                                   | Quantitative and Qualitative Disclosures About Market Risk                  
|Item 12.                                                                                   | Description of Securities Other Than Equity Securities                      
|PART II                                                                                    | 62                                                                          
|Item 13.                                                                                   | Defaults, Dividend Arrearages and Delinquencies                             
|Item 14.                                                                                   | Material Modifications to the Rights of Security Holders and Use of Proceeds
|Item 15.                                                                                   | Controls and Procedures                                                     
|Item 16.                                                                                   | [Reserved]                                                                  
|Item 16A.                                                                                  | Audit Committee Financial Expert                                            
|Item 16B.                                                                                  | Code of Ethics                                                              
|Item 16C.                                                                                  | Principal Accountant Fees and Services                                      
|Item 16D.                                                                                  | Exemptions from the Listing Standards for Audit Committees                  
|Item 16E.                                                                                  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers      
|Item 16F.                                                                                  | Change in Registrant's Certifying Accountant                                
|Item 16G.                                                                                  | Corporate Governance                                                        
|PART III                                                                                   | 66                                                                          
|Item 17.                                                                                   | Financial Statements                                                        
|Item 18.                                                                                   | Financial Statements                                                        
|Item 19.                                                                                   | Exhibits                                                                    



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Glossary

|Term                   | Definition                                                                                        
|---------------------- | --------------------------------------------------------------------------------------------------
|Balaton or the Company | Balaton Power Inc.                                                                                
|Balco                  | Bharat Aluminium Co.                                                                              
|Bayer Process          | A method of producing alumina from bauxite by heating it in a sodium hydroxide solution           
|BRIMAC                 | Balaton Remote Integrated Monitoring and Control System                                           
|BSA                    | Balaton Power Corporation S.A.                                                                    
|CDN GAAP               | Generally accepted accounting principles in Canada                                                
|CFC                    | Controlled foreign corporation                                                                    
|CIMM                   | Canadian Institute of Mining and Metallurgy                                                       
|Code                   | Internal Revenue Code                                                                             
|Committee              | Board of directors of the Company who will be Plan administrators                                 
|COMPL                  | Continental Orissa Mining Private Limited                                                         
|Continental            | Continental Resources Ltd., a company incorporated under the laws of Québec                       
|CRA                    | Canada Revenue Agency                                                                             
|CRL                    | Continental Resources (USA) Ltd., a wholly-owned subsidiary of the Company                        
|EDTA                   | Ethylene-diamene-tetra-acetic acid technique, industry standard for analyses for radicals         
|Essar                  | Essar Aluminium Orissa Limited, an Indian resource development corporation                        
|Essar Agreement        | Agreement between CRL and Essar dated May 8, 2007                                                 
|Exchange Act           | Securities Exchange Act of 1934, as amended (United States)                                       
|FERC                   | United States Federal Energy Regulatory Commission                                                
|Gandhamardan Project   | The Company's mineral project, situated in the Gandhamardan Hill, Duragali, State of Orissa, India
|GSI                    | Geological Survey of India                                                                        
|ICA                    | Investment Canada Act                                                                             

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|Term                                     | Definition                                                                                                                                                                                                                    
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Investor                                 | A person who acquires one or more Common Shares of the Company                                                                                                                                                                
|IRS                                      | United States Internal Revenue Service                                                                                                                                                                                        
|ISO Options                              | Incentive stock options                                                                                                                                                                                                       
|Joint Venture Agreement                  | The joint venture agreement between Continental and OMC dated April 18, 1997                                                                                                                                                  
|MECL                                     | Mineral Exploration Corp. Ltd.                                                                                                                                                                                                
|NQSO Options                             | Non-qualified stock options                                                                                                                                                                                                   
|ODM                                      | Orissa Directorate of Mines                                                                                                                                                                                                   
|OMC                                      | Orissa Mining Corporation Limited, an Orissa State owned government corporation, the Company's joint venture partner                                                                                                          
|Option Plan                              | The Company's 2004 incentive stock option plan                                                                                                                                                                                
|Permit                                   | The mining permit issued in the name of OMC for over 285 hectares named Block 7 of the Gandhamardan Project                                                                                                                   
|Perial                                   | Perial Ltd., a company incorporated under the laws of the Province of Ontario, a major shareholder of the Company                                                                                                             
|PFIC                                     | Passive foreign investment companies                                                                                                                                                                                          
|Pisces Process                           | Fish protective water inlet device                                                                                                                                                                                            
|QEF                                      | Qualified electing fund                                                                                                                                                                                                       
|Proposed Revised Joint Venture Agreement | The Proposed Revised Joint Venture Agreement is between CRL and OMC                                                                                                                                                           
|SEC                                      | United States Securities and Exchange Commission                                                                                                                                                                              
|System                                   | Low-impact run-of-the-river hydroelectric power production system                                                                                                                                                             
|Tax Act                                  | Income Tax Act (Canada)                                                                                                                                                                                                       
|Technical Report                         | A report prepared by E.A. Gallo, P. Geo, titled "Summary Report Gandhamardan Bauxite Deposit Sambalpur and Bolangir Districts, State of Orissa, India", dated April 8, 2003 and amended January 19, 2007, and February 9, 2007
|Treaty                                   | Canada-United States Income Tax Convention, 1980                                                                                                                                                                              
|US GAAP                                  | Generally accepted accounting principles in the United States of America                                                                                                                                                      

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|Term                | Definition                                        
|------------------- | --------------------------------------------------
|U.S. Securities Act | Securities Act of 1933, as amended (United States)



|Resource Category (Classification) Definitions
|----------------------------------------------
|Mineral Reserve                               
|Mineral Resource                              

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| | (2)  Indicated Resource.  That part of the Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
(3)  Measured Resource.  That part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
The SEC's Industry Guide 7 - "Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations" does not define or recognize resources.  As used in this Annual Report, "resources" are as defined in Canadian NI 43-101.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CAUTIONARY NOTE TO U.S. INVESTORS
CONCERNING ESTIMATES OF MEASURED AND INDICATED RESOURCES

This Annual Report uses the terms "Measured Resources" and "Indicated Resources". We advise U.S. investors that while these terms are recognized and required by Canadian regulations, the SEC does not recognize them. U.S. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.

CAUTIONARY NOTE TO U.S. INVESTORS
CONCERNING ESTIMATES OF INFERRED RESOURCES

This Annual Report uses the term "inferred resources". We advise U.S. investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. Inferred resources have a great amount of uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements within the meaning of the U.S.Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of the Company's future operational or financial performance and are subject to risks and uncertainties. When used in this Annual Report, the words "estimate", "intend", "expect", "anticipate" and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this Annual Report. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements.

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Actual operational and financial results may differ materially from the Company's expectations contained in the forward-looking statements due to various factors, many of which are beyond the control of the Company. These factors include, but are not limited to, the need for additional financing to pursue the Company's business plan, risks involved in conducting business outside of the United States, changes in Canadian or U.S. tax or other laws or regulations, material changes in capital expenditures, as well as the risks and uncertainties described in the section entitled "Risk Factors" set forth in Item 3 of this Annual Report.







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PART I

ITEM 1.            IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.          Directors and Senior Management

Not applicable.

B.          Advisers

Not applicable.

C.          Auditors

Not applicable.

ITEM 2.             OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.             KEY INFORMATION

A.         Selected Financial Data

The following selected financial is data derived from and should be read in conjunction with the audited financial statements of the Company for the last five fiscal years ended December 31, 2008, as well as the sections of this Annual Report entitled "Information on the Company" and "Operating and Financial Review and Prospectus". The financial statements are presented in United States dollars and have been prepared in accordance with CDN GAAP. Note 15 to the financial statements provides a summary of the material differences between CDN GAAP and US GAAP as they relate to the Company's financial statements included herein.

Amounts presented for the year ended December 31, 2004, have been restated to make certain adjustments as described in Note 16 to the December 31, 2005 annual financial statements included the Company's Annual Report on Form 20-F for the year ended December 31, 2006, as filed with the SEC on July 17, 2007.



|(US$)                                  | December 31,2008 | December 31,2007 | December 31,2006 | December 31,2005 | December 31,2004Restated
|-------------------------------------- | ---------------- | ---------------- | ---------------- | ---------------- | ------------------------
|Balance Sheet Data                     |                  |                  |                  |                  |                         
|Total assets (CDN GAAP)                | $ 31,906         | $ 144,076        | $    230,254     | $    602,464     | $      733,976          
|Total assets (US GAAP)                 | 31,906           | 144,076          | 230,254          | 602,464          | 733,976                 
|Total liabilities                      | 843,795          | 699,017          | 1,039,037        | 336,898          | 488,617                 
|Share capital                          | 5,537,404        | 5,537,404        | 4,958,884        | 4,958,884        | 4,130,154               
|Retained earnings (deficit) (CDN GAAP) | (8,601,003)      | (8,344,055)      | (7,196,173)      | (6,121,824)      | (4,972,337)             
|Retained earnings (deficit) (US GAAP)  | (8,601,003)      | (8,344,055)      | (7,196,173)      | (6,121,824)      | (4,972,337)             

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|(US$)                               | December 31,2008 | December 31,2007  | December 31,2006  | December 31,2005 | December 31,2004Restated
|----------------------------------- | ---------------- | ----------------- | ----------------- | ---------------- | ------------------------
|Period End Balances (as at)         |                  |                   |                   |                  |                         
|Working capital (deficit)           | (811,889)        | (552,335)         | (839,484)         | 64,390           | 44,183                  
|Resource properties                 | -0-              | -0-               | -0-               | -0-              | -0-                     
|Shareholders' equity                | (811,889)        | (554,941)         | (808,783)         | 265,566          | 245,359                 
|Statement of Operations Data        |                  |                   |                   |                  |                         
|Revenue                             | $          -     | $               - | $               - | $             -  | $               -       
|Production costs                    | -                | -                 | -                 | -                | -                       
|Write-down of resource properties   | -                | 126,176           | -                 | -                |                         
|General and administrative expenses | 98,680           | 449,488           | 476,028           | 914,749          | 1,239,605               
|Consulting fees and commissions     | -                | 435,000           | 425,124           | 63,000           | 245,882                 
|Professional fees                   | 83,268           | 137,218           | 173,769           | 171,738          | 207,376                 
|Interest expense                    | -                | -                 | -                 | -                | 13,040                  
|Write down of loan receivable       | -                | -                 | -                 | -                | 355,548                 
|Write down of investment            | 75,000           | -                 | -                 | -                | -                       
|Oil income                          | -                | -                 | 5,793             | -                | -                       
|Interest income                     | -                | -                 | 1,366             | -                | -                       
|Oil expense                         | -                | -                 | 6,587             | -                | -                       
|Income (loss) (CDN GAAP)            | (256,948)        | (1,147,882)       | (1,074,349)       | (1,149,487)      | (2,061,451)             
|Loss per common share (CDN GAAP)1   | (0.00)           | (0.01)            | (0.01)            | (0.02)           | (0.03)                  
|Loss per common share (US GAAP)1    | (0.00)           | (0.01)            | (0.01)            | (0.02)           | (0.03)                  
|Number of outstanding shares        | 83,453,737       | 83,453,737        | 76,025,117        | 76,025,117       | 73,795,260              

Notes:

(1)   Stock options and warrants outstanding were not included in the computation of diluted loss per share as their inclusion would be anti-dilutive.

B.          Capitalization and Indebtedness

Not applicable.

C.          Reasons for the Offer and Use of Proceeds

Not applicable.

D.          Risk Factors

The following provides a discussion of certain risks facing the Company.  Additional risks that are currently unknown or that are currently deemed immaterial may also materially adversely affect the Company's business, results of operations, financial condition and cash flows.  You could lose all or part of your investment due to any of these risks.

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The Company has no history of earnings and is subject to the risks inherent in a start-up company.



The Company will require additional funding to continue operations.  Historically, the Company has funded its operations through the sale of equity capital and will require additional funding to continue operations. The Company has had and will continue to have capital requirements in excess of its currently available resources and may not be able to meet its financial commitments as they become due. The Company is dependent on the proceeds of future financing to finance CRL's operations. Specifically, the Company is dependent on the proceeds of future financing to finance exploration and future development of the Gandhamardan Project.  To the extent that any such financing involves the sale of equity capital, the interests of the Company's then existing shareholders could be substantially diluted.  There is no assurance the Company will be successful in raising additional financing.



The loss of any directors or officers would adversely affect the Company. The loss of any directors or officers would adversely affect the results of the Company.  The Company is wholly dependent at present upon the personal efforts and abilities of its officers and directors, who exercise control over the day-to-day affairs of the Company. The loss of any director or officer could have an adverse effect on the Company.



The issuance of additional shares would dilute the interests of existing shareholders. The Company is authorized to issue an unlimited number of common shares.  On December 31, 2008, the Company had 83,453,737 common shares issued and outstanding as described in Note 7 of the audited annual financial statements of the Company for the year ended December 31, 2008.  The Board of Directors has the power to issue additional shares and may in the future issue shares to acquire products, equipment or properties, or for other corporate purposes. Any additional issuance by the Company from its authorized but unissued share capital would have the effect of diluting the interest of existing shareholders.



The Company's officers and directors may be indemnified against certain securities liabilities. The laws of the Province of British Columbia provide that the Company can indemnify any director, officer, agent and/or employee as to those liabilities and on those terms and conditions as are specified in the British Columbia Business Corporations Act.  Further, the Company may purchase and maintain insurance on behalf of any such persons whether or not the Company has the power to indemnify such person against the liability insured.  The foregoing could result in substantial expenditures by the Company and prevent any recovery from such officers, directors, agents and employees for losses incurred by the Company as a result of their actions.  The Company has been advised that in the opinion of the SEC, indemnification is against public policy as expressed in the U.S. Securities Act, and is, therefore, unenforceable.



The Company's management may not be subject to U.S. legal process.  As Canadian citizens and residents, certain of the Company's directors and officers may not be subject to U.S. legal proceedings,a result of which is that recovery on judgments issued by U.S. courts may be difficult or impossible. While reciprocal enforcement of judgment legislation exists between Canada and the U.S., the Company's insiders may have defences available to avoid, in Canada, the effect of U.S. judgments under Canadian law, making enforcement difficult or impossible.  The Company's management may not have any personal assets available in the U.S. to satisfy judgments of U.S. courts.  Therefore, the Company's shareholders in the United States may have to avail themselves of remedies under Canadian corporate and securities laws for perceived oppression, breach of fiduciary duty and like legal complaints.  Canadian law may not provide for remedies equivalent to those available under U.S. law.



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Exploration and development of natural resources involves a high degree of risk.



Even with a combination of experience, knowledge and careful examination, operating hazards and risks may not be mitigated.  Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of resources, any of which could result in work stoppages, damage to persons or property and possible environmental damage. Although the Company has or will obtain liability insurance in an amount which it considers adequate, the nature of these risks is such that the liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.



Commodity prices fluctuate and are affected by factors beyond the Company's control.  The Company's revenues, if any, are expected to be in large part derived from future resource efforts including those of CRL's projects. Commodity prices fluctuate and are affected by numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to extractive developments and improved extractive production methods. The effect of these factors on the price of bauxite, and therefore the economic viability of the Company's exploration projects, cannot be accurately predicted.



The Company operates in a highly competitive industry.  The resource industry is intensely competitive in all of its phases with numerous companies seeking to explore and develop resource properties.  The Company competes with many companies larger than it and possessing greater financial resources and technical facilities. Competition could adversely affect CRL's ability to develop the Gandhamardan Project.



The Company may enter into option and joint venture agreements, which would reduce its interests in these projects. In order to conserve financial resources, the Company's efforts are focused on CRL, which intends to enter into option, joint venture, or development agreements to form a consortium to finance the exploration and possible development of the Gandhamardan Project following obtaining approval from the State Government of Orissa for the Proposed Revised Joint Venture Agreement between OMC and CRL.  There is no assurance that OMC or the Government of Orissa will approve CRL's agreement with any such third party. If such agreements are entered into, CRL's current interest in the Gandhamardan Project would be reduced and CRL would share with others in the development of the project. There is no assurance that a consortium will be formed, or if formed, that it will be formed on terms favourable to CRL, or that the development of the Gandhamardan Project will proceed.



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The Company cannot guarantee title to its assets



The Company has inadequate working capital.  It will be necessary for CRL to raise additional funds this year to move forward on the Gandhamardan Project.  The Company and/or CRL may be required to raise funds through private placements or public offerings of treasury shares, through debt financing, if available, or sale of a portion of its interest in its projects. If the Company is not successful in raising further funds, it may not be able to complete its development plans.



The Company lacks experience in fish protection projects. The Company has not constructed, installed or sold the Pisces Process (other than its tested prototypes) to anyone.  There is no assurance that the Company will ever construct, install or sell the Pisces Process and the Company has not received any significant expression of interest for the Pisces Process.



The Company is subject to Indian government regulations.  CRL is subject to all governmental regulations in India on the development of the Gandhamardan Project.  The level of regulation by the government in India relating to the project could affect the Company's ability to obtain partners or consortium members for the construction of the aluminium complex.



The Company relies on Indian government agencies and OMC for the development of the Gandhamardan Project.  The Company relies heavily on the cooperation of the State Government of Orissa, OMC and other governmental agencies in the finalization of joint venture relationships and the issuance of permits and licenses for the development of the Gandhamardan Project.  The Company is dependent upon the Government of Orissa to approve the Proposed Revised Joint Venture Agreement between the Company and OMC and there is no assurance that the Government of Orissa will give such approval.  The Company is also dependent upon OMC to approve any agreements between the Company and third parties that relate to the Gandhamardan Project and there is no assurance that OMC will give such approval.



The Company may face inflationary and other economic pressures.  The Company is not currently generating any revenue.  However, future revenues, if any, may be generated from the Gandhamardan Project.  Any such revenues could be affected by world commodity prices. No immediate effect in respect to inflation and changes on prices is realized. However, inflationary pressures affect the Company's operation and development expenditures, which is primarily incurred in U.S. dollars. The directors' estimation of inflation is considered with respect to the general state of the world economy and the economy of the United States in particular.



The Company is subject to government policies in India.  Activities conducted by residents and non-residents in India and the flow of investment into the country and the return of capital out of the country are subject to regulation. All such controls and regulations are subject to change from time to time. Any change in government regulation or the economic and political stability of the host country India, could have a material adverse effect on the business of the Company and could impact investments by U.S. residents in the Company's common shares.



10



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Currency exchange rate fluctuations and higher inflation may adversely impact the Company's future operating results and financial condition.



The Company is subject to risks of operating in India.



Political instability related to the current multi-party coalition government could halt or delay the liberalization of the Indian economy and adversely affect economic conditions in India generally. The Government has traditionally exercised and continues to exercise significant influence over many aspects of the economy. The Company's business, and the market price and liquidity of its shares, may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. Since 1991, successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. The Company cannot assure you that these liberalization policies will continue in the future.  The rate of economic liberalization could change, and specific laws and policies affecting the Company's business, foreign investment, currency exchange rates and other matters affecting investment in the Company's securities could change as well. A significant change in India's economic liberalization and deregulation policies could adversely affect business and economic conditions in India generally, including the Company's business.



The Company's interest in the Pisces Process is uncertain. On March 10, 2009, the Company received a letter from Balaton Power Corporation S.A. ("BSA"), the patent holder and licensor to the Company of the Pisces Process, regarding its position that the Company was in default of the conditions of the licensing agreement between the parties (see "Material Contracts" below).  The Company and BSA are currently in discussions regarding the licensing agreement and the March 10, 2009 letter, and there can be no assurances that the Company will continue to hold an interest in the Pisces Process as a result of the  discussions.  An adverse outcome in the discussions is not expected to have a material adverse effect on the Company's business, financial condition or results of operations.



11



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Litigation and disputes may adversely affect the Company's profitability and financial condition

Recent market events and conditions, including disruptions in the international credit markets and other financial systems and the deterioration of global economic conditions, could impede the Company's access to capital or increase its cost of capital.  Since 2007, the U.S. credit markets experienced serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market and a decline in the value and credit quality of mortgage-backed securities. Other adverse events include delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions worsened in 2008 and are continuing in 2009, contributing to reduced confidence in credit and financial markets around the world and the collapse of, and governmental intervention in, major financial institutions. Asset price volatility and solvency concerns have increased, and there has been less liquidity, a widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Notwithstanding various government actions, concerns about the general condition of the capital markets, financial instruments and financial institutions persist, and stock markets have declined substantially.

These market disruptions have had a significant material adverse impact on companies in many sectors of the economy and have limited access to capital and credit.  These disruptions could, among other things, make it more difficult for the Company to obtain, or increase the Company's cost of obtaining, financing for its operations.  Failure to raise capital when needed or on reasonable terms may have a material adverse effect on the Company's business, financial condition and results of operations.

Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these factors continue, the Company's operations could be adversely impacted and the trading price of the Common Shares may be adversely affected.

The Company is also exposed to liquidity risks in meeting its operating and capital expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of the Company to obtain loans and other credit facilities in the future and on favourable terms. If these increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Common Shares could be adversely affected.

ITEM 4.            INFORMATION ON THE COMPANY

A.          History and Development

The Company's legal and commercial name is Balaton Power Inc. The Company was incorporated under the Company Act (British Columbia) (now the British Columbia Business Corporations Act) under the laws of the Province of British Columbia, Canada, on June 25, 1986.

Balaton's head office is located at Suite 206, 20257 54th Avenue, Langley, British Columbia, Canada V3A 3W2, Telephone: (604) 533-5075, Facsimile: (604) 533-5065, Email: boxbal@shaw.ca.Balaton's registered office is located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, BC V6E 4N7.

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Balaton is a mining exploration and development company currently pursuing a mineral project in India and has limited operations. The mineral project is a bauxite deposit in Gandhamardan Hill, Duragali, State of Orissa, India (the "Gandhamardan Project").The Gandhamardan Project is being developed by Balaton's wholly owned subsidiary, Continental Resources (USA) Ltd. ("CRL"). Balaton is a public company listed on the OTC Bulletin Board, with the stock symbol "BPWRF".

Prior to the Company's acquisition/merger with CRL in October 2002, the Company was in the business of constructing, installing and selling run-of-the-river hydroelectric power production systems. During 2007, the hydroelectric site held by the Company's then wholly owned subsidiary, Snoqualmie River Hydro Inc., expired and now the Company no longer owns or has any rights to any sites for hydroelectric power development. The Company continues to have an interest in a licence agreement relating to a patented fish protective water inlet device called the Pisces Process (see "Material Contracts" and "Business Overview - Patents and Licenses").  The Company and the licensor of the patent for the Pisces Process are currently in discussions regarding the licensing agreement (see "Legal Proceedings").

The Company commenced business with certain hydroelectric power assets known as the Pisces System and the Balaton Remote Integrated Monitoring and Control System ("BRIMAC").  The Company's intent was to use these systems in connection with the development of hydroelectric power projects in the Pacific Northwest region of the United States.  Between 2000 and 2002, the Company entered into various agreements to acquire unlicensed hydropower sites.  Although these acquisitions were completed, subsequent to 2002, all of the hydropower sites have expired or terminated and the Company no longer owns or has any rights to any sites for hydroelectric power development.

On September 30, 2002, the Company entered into a Stock Exchange Agreement with Perial Ltd. ("Perial") for the purchase of CRL. The Company issued a total of 33,000,000 common shares in its own capital to acquire CRL, of which 25,000,000 shares were allocated to Perial and 8,000,000 shares were issued as finder's fees to non-related parties of the Company. At that time CRL was a joint venture partner with OMC, which held an interest in the Gandhamardan Project.  The transaction was treated as a capital transaction by the Company and not a business combination.  Prior to the transaction, CRL sold all of its oil and gas assets to its then parent company, Perial, for a promissory note in the amount of $481,724 and the assumption of CRL's outstanding debts. The note is non-interest bearing and is repayable through the payment of a 25% interest in production from the oil and gas assets. Subsequently the 25% interest was converted to a 6.25% override and the value was lowered to $126,176.  No revenues were received during 2007 and this interest was written down to zero on December 31, 2007.

At the time of the Company's acquisition/merger with CRL in 2002, CRL's sole asset was a 50% interest and effective control of Continental Orissa Mining Private Limited ("COMPL"), a private Indian company which held rights to explore and develop the Gandhamardan Project.  During 2004, COMPL was voluntarily dissolved to make way for a new entity that would facilitate future joint venture agreements with Orissa Mining Corporation ("OMC") (OMC being an Orissa State owned government corporation and the other 50% interest holder of COMPL). CRL and OMC plan to incorporate a new entity that will direct the development of the Gandhamardan Project according to the terms and conditions of the Proposed Revised Joint Venture Agreement submitted to the Orissa Government for approval, upon the effectiveness of such revised agreement.  As of the date of this filing, the approval of the Orissa Government for the Proposed Revised Joint Venture Agreement remains outstanding.

Over the past three years, the Company has focussed on establishing a strong working relationship with OMC. The Company and OMC have discussed the principal terms of the exploration and possible development of the Gandhamardan Project, although no written agreement has yet been signed. Management has held discussions with potential partners to provide financial and technical resources to assist in the exploration and potential development of the Gandhamardan Project. These efforts have taken substantially all of the time of the Company's management over the past three years. When the time comes, the Gandhamardan Project will require financing activities to raise funds to further the project. During the Company's last three financial years to the date of this filing, the Company has made no principal capital expenditures or divestitures.

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In February 2007, Balaton updated in a press release at the request of the British Columbia Securities Commission previous disclosure to clarify the status of the Gandhamardan Project. The update, among other things, clarified that the Company did not have any mineral reserves in the Gandhamardan Project and that the Company had not completed a current preliminary or full feasibility study demonstrating the technical and economic viability of the deposits.  Balaton also clarified in this update that significant risks were associated with the development of the Gandhamardan Project and that the Company's efforts to that date could only be considered preliminary in nature.

On May 8, 2007, Balaton announced that CRL had entered into an agreement in principle (the "Essar Agreement") with Essar Aluminum Orissa Limited ("Essar"), an Indian resource development corporation, to develop the Gandhamardan Project and set up an alumina/aluminum complex subject to a feasibility study and applicable approvals. The Essar Agreement was subject to negotiation and execution of a definitive agreement, approval of OMC, and approval by the State of Orissa, India.  In the fourth quarter of 2008, Essar served notice to CRL that Essar's board had not approved Essar entering into a definitive and shareholder agreement with CRL at that time because of the global crisis in commodity and financial markets and CRL's unresolved pending litigation with Visa International Ltd. ("Visa") (see "Legal Proceedings").  Since the fourth quarter of 2008, CRL has entered into discussion with Visa in an attempt to resolve the pending litigation between the parties.  In April 2009, CRL and Essar entered into a general release whereby Essar released CRL, and CRL released Essar from any agreements.  Despite this release, CRL may approach Essar in the future once it has resolved the litigation with Visa and global commodity markets stabilize, but at this time CRL is free to pursue other potential partners for exploration and development for the Gandhamardan Project.  As of the date of this filing, CRL continues to hold discussions with Visa to resolve the litigation and no other agreement has been entered into with any party for the exploration and potential development of the Gandhamardan Project.

On November 5, 2008, Balaton announced that Robert Wyllie, a director and Chief Financial Officer of the Company, and David Wynn, a director of the Company, resigned from their respective director and officer positions with Balaton in order to pursue other opportunities.

On April 8, 2009, Balaton appointed Paul E. Preston as a director of the Company to fill a casual vacancy on the board.  Mr. Preston was also appointed Chief Financial Officer effective April 9, 2009.

B.          Business Overview

The Company's principle business is focussed on the exploration of the Gandhamardan Project located in the State of Orissa in India through CRL. The Company is currently seeking approval from the Government in the State of Orissa to a Proposed Revised Joint Venture Agreement with OMC as described below relating to the Gandhamardan Project.

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Gandhamardan Project

On April 18, 1997, Continental Resources Ltd. ("Continental") entered into an agreement with OMC (the "Joint Venture Agreement") to form COMPL, a 50-50 joint venture company in the State of Orissa, India, with its primary purpose to explore and develop the Gandhamardan Project. Continental managed the daily operations of COMPL. Under the Joint Venture Agreement, OMC had an option to participate in Continental's proposed aluminium complex (including refinery, power plant and smelter). OMC had to exercise this option within one year from the date of transfer of leases concerning the Gandhamardan Project, of which such option could be extended by mutual consent. Pursuant to the Joint Venture Agreement, Continental bore all costs associated with the preparation of a feasibility report and exploration of the deposit. In 2002, Continental transferred its interest in the deposit to CRL, an unrelated company, with the result that CRL and OMC became joint venture partners. On September 30, 2002, the Company entered into a Stock Exchange Agreement with Perial Ltd. ("Perial") for the purchase of CRL in consideration for 33,000,000 common shares.  (See "Material Contracts").  During 2004, COMPL was voluntarily dissolved at the request of OMC.  Currently, CRL and OMC plan to incorporate a new entity that will direct the development of the Gandhamardan Project according to the terms and conditions of a new agreement submitted to the Orissa Government for approval, and as of the date of this filing the approval is still pending.

During 2004, CRL met with OMC to discuss the terms and conditions for a new joint venture agreement to explore and develop the Gandhamardan Project.  The Proposed Revised Joint Venture Agreement has been approved by CRL and OMC but is currently awaiting final approval from the Government of Orissa.  No assurance can be made that the Government of Orissa will give its approval to the new propose joint venture agreement.

During 2005, CRL set up and staffed an office in Bhubaneswar, Orissa and proceeded with the initial start up of the Gandhamardan Project.  Included in the staff in the Bhubaneswar office was a geological team that obtained more than 1400 maps and reports covering the Gandhamardan area and had catalogued them with reference numbers for evaluating the top sites for alumina refinery, power plants, railroad spurs, water pipeline and aluminium smelter.  Due to the delay in obtaining approvals and the current financial environment, as of date of this filing, the Bhubaneswar office has been closed and no staff are currently retained at that office.

The Company believes that the most efficient way to potentially develop the Gandhamardan Project is through the establishment of a consortium, as it will allow the members to spread the financial burden for building the aluminium complex.  The Company has not yet confirmed specific consortium partners although several parties have expressed interest. There is no assurance that the Company will be able to form a consortium, or what the terms of any consortium formed will be. If the Company is unable to locate suitable partners, the Company will have to seek additional financing to carry out the Gandhamardan Project.

As the Gandhamardan Project is currently preliminary in nature and awaiting numerous approvals from the Government of the State of Orissa:

a.   the extent of the permits that must be acquired to conduct the work proposed for the project remains unknown at this time (as the date of this filing, OMC has obtained a mining permit for one of the seven blocks that relate to the project and approval for the remaining six has been submitted to the central government of India),

b.   the extent of the environmental liabilities to which the project is subject remains unknown at this time, and

c.   except as disclosed in the "Legal Proceedings" section of this document and subject to any agreements with third parties relating to the Project and finalization of the Proposed Revised Joint Venture Agreement, the extent of any royalties, overrides, back-in rights, payments or other agreements and encumbrances to which the project is subject remains unknown at this time.

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Summary Report on Gandhamardan Project

CRL's Gandhamardan Project is summarized in the following information from a report prepared by E.A. Gallo, P. Geo. titled "Summary Report Gandhamardan Bauxite Deposit Sambalpur and Bolangir Districts, State of Orissa, India", dated April 8, 2003 as amended January 19, 2007, and February 9, 2007 (the "Technical Report"). The Technical Report summarizes exploration on the property by past operations, and was prepared and is disclosed by the Company under Canadian securities regulations. The Technical Report has been filed on SEDAR and can be reviewed in its entirety at www.SEDAR.com.  E.A. Gallo, a geologist, had worked extensively on the project and had visited the Gandhamardan area and made several trips to India to become knowledgeable on the Gandhamardan area.

Historical Resource Estimates

The Technical Report sets out resource estimates calculated prior to the Canadian Institute of Mining and Metallurgy ("CIM") Best Practices Guidelines for Estimation of Mineral Resources and Mineral Reserves and National Instrument 43-101 ("NI 43-101") and were not performed to CIM standards.  The Company has obtained the original data but a qualified person has not done the work necessary to verify the classification of the resource and the Company is not treating it as a NI 43-101 defined resource.  It is a historic estimate that should not be relied upon.  Moreover, there is no guarantee that further work will result in the delineation of the current mineral resources.

Significant risks are associated with the development of the Gandhamardan Project and the Company's effort to date can only be considered preliminary in nature.  Many factors affect the development of the project including the proximity of the project to rail, roads, water, cost of energy and environmental concerns associated with the development of the project.  Based on the preliminary nature of the Company's efforts, there can be no assurance that the project will be feasible or economically viable.

Introduction And Terms Of Reference

The Technical Report was written at the request of CRL, a subsidiary of Balaton Power Inc.  It was written on April 8, 2003, and revised on January 15, 2007 and further revised on February 9, 2007.

The Gandhamardan bauxite deposit was the focus of an extensive exploration-evaluation programme conducted in stages over a number of years by ODM and MECL. A need was recognized to examine and assimilate the technical results of all this work, to draw whatever conclusions might emerge, and to make recommendations regarding any further work that might be warranted. The Technical Report addresses that need.

The prime sources of data utilized in preparing the Technical Report are technical reports written by geologists and engineers employed on the project by ODM and MECL. Information was also obtained from other technical reports, and from discussions held with officials of OMC, MECL, GSI, National Aluminium Company of India, and SNC-Lavalin Inc.  As well, the author drew upon observations made during five visits to the area, including three to the property. These three visits lasted a total of 59 days.

The author has relied heavily on technical reports written by ODM and MECL personnel. These persons are competent, qualified professionals. Nevertheless, occasional minor discrepancies were found in their reports, such as conflicting numbers, typographical errors, and illegible words. Most of the discrepancies involve drill hole sites and pit sites, and they could not be resolved. One of the more bothersome was in the ODM resource calculations. One calculation appears to include Block 10, the other does not, although it is not clear that this is the case. At any rate, Block 10 is one of the smallest blocks, and accounts for only about 3% of the total calculated tonnage. Its inclusion or omission does not change the weighted average grade calculations. The other discrepancies appear to have similar minimal effects on the size, shape, and grade of the bauxite zone, due to the thorough extent of work performed, and to the straight-forward nature of the deposit.

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Property Description And Location

The Gandhamardan bauxite deposit occurs at the top of Gandhamardan hill. This hill, which has a plateau top, is linear, aligned in a NE-SW direction. The hill straddles the boundary between Balangir District to the SE, and Sambalpur District to the NW, in the west central part of the State of Orissa, in eastern India.

Figure I shows the general location of the State of Orissa in India.



Figure I - General Location Sketch



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Figure II shows the location of Gandhamardan in the State of Orissa.



Figure II - Location of Gandhamardan in Orissa

Gandhamardan is bounded by Latitudes 20 50' and 20 55' North, and Longitudes 82 45' and 82 54' East. It plots on Survey of India topographic sheet NTS 65L/13.

Gandhamardan hill extends in the NE-SW direction for a length of 9.8 kms.  Its width ranges from 0.4 to 2.6 kms., and averages 0.75 km. The top of the hill is a plateau, with an areal extent of 7.4 kms2. The bauxite zone covers an area of 735 hectares. Because of its large size and lineal alignment, the deposit has been divided into 10 1-km wide blocks, numbered 1 to 10.



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Figure III shows the extent of the deposit and the 10 blocks.



Figure III - Gandhamardan Bauxite Deposit Showing Block Divisions

OMC currently holds a mining permit (the "Permit") on Block 7, which contains about 20% of the deposit, or approximately 40 million tonnes. The Permit covers an area of 285 hectares, as shown in Figure IV.



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Figure IV - Granted and Applied Mining Leases

As mentioned above, OMC has applied for mining permits covering the other blocks. A perimeter land survey and other environmental studies must be performed before additional permits are granted.

Gandhamardan hill stands approximately 1,200 meters above sea level, and 700 meters above a plain at the base of the hill. The plateau top has a gentle relief of about 50 meters.

Vegetation on the plateau consists primarily of tiger-grass, dwarf palm, chachar, chhena, bantulsi, etc., with small, isolated clumps of stunted hardwood trees such as char and kendu. The stunted trees rarely exceed 4 meters in height.

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Vegetation on the hill flanks contrast greatly with that on the plateau. The flanks are densely forested by mature hardwood trees such as char, kendu, tenk, and sal. Underbrush consists mainly of bamboo clumps, leafy vines, shrubs, and medicinal herbs.

Gandhamardan hill is a designated Forest Reserve. Indian government regulations permit mining in a designated Forest Reserve provided that another area of equal or greater areal extent is secured and substituted in its stead, and the designation transferred to it. A permit must be granted by the Dept. of Forests to effect such a transfer. The Directorate of Mines has identified 3 potential substitute sites, and has made application to the Dept. of Forests for the necessary permit. Granting of the permit is pending as of the date of this filing.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The property is easily accessed by 4-wheel drive vehicle along a poorly-maintained road up the NW flank of the hill.  This road departs from the village of Duragali, at the base of the hill, and winds 4 kms. to the top.  Duragali is connected by the paved road to Paikmal, a town with all modern facilities, including power, water, transportation, communication, food, shelter, supplies, services, and labour.  Paikmal is connected by a paved road to the State Capital, Bhubaneswar, about 300 kms. to the E, and to port cities along the Bay of Bengal, equidistant to the SE.

At the time that the exploration work was performed, the hill top could also be accessed up the SE side.  This road currently has three wash-outs.  After repairs, this road would be navigable by 4-wheel drive vehicles.  The SE road is preferable, as it provides a slightly shorter route to the hill top, and access by paved roads southerly to the towns of Lakhna and Nawaspara, 32 and 39 kms. distant, respectively.  Both these towns lie along the South Eastern Railway line.  This rail line was recently constructed by the Indian Government to facilitate the development of Orissa bauxite deposits by linking them to the port of Vishakhapnam on the Bay of Bengal.

The climate in the Gandhamardan area is sub-tropical, with summer temperatures averaging 33°C, and winter temperatures averaging 18°C.  Annual rainfall averages 150 cms., most of it during the monsoon season, between July and August.  The months of January and February experience little or no rain. Previously, the monsoon rains came in 3-year cycles, however, they have failed to come for the past several years, resulting in impoverished drought conditions.  It is anticipated that the length of operating season for the project will be year round.

Should a mining operation be established, no tailings or wastes would be created, since the bauxite is direct-shipping. The cover of soil and laterite would be moved and stockpiled, then replaced after removal of the bauxite.

As the Gandhamardan Project is currently preliminary in nature and awaiting numerous approvals from the Government of the Sate of Orissa, the extent of the surface rights necessary for the project to proceed remains uncertain at this time.

History

The potential for bauxite at Gandhamardan was first recognized by the Geological Survey of India (the "GSI") in the 1940's, and they recommended that the area be thoroughly prospected.

In 1948, the Orissa Directorate of Mines (the "ODM") sank several pits, which intersected only laterite.

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In 1959, ODM identified bauxite at Gandhamardan, and they immediately undertook a programme of exploration and evaluation.  GSI and Mineral Exploration Corp. Ltd. ("MECL"), an Indian federal government agency, participated, as did Aluminium Corp. of India, an aluminium producer.

ODM drilled 75 holes in 1959, and reported a resource of 6 million tonnes grading +50% Al2O3 to a depth of 17 meters. This figure does not conform to current NI 43-101 standards, and is classified as a historical estimate.

Subsequent phases of drilling were conducted between 1961 and 1965.  In the late 1960's, Aluminium Corp. of India undertook detailed exploration with MECL, after which MECL reported a resource of 26 million tones of metallurgical grade bauxite, using a cut-off of +46% Al2O3. This figure does not conform to current NI 43-101 standards, and is classified as a historical estimate.

The deposit attracted no further attention until 1975, when the economic potential of the large, low-silica bauxite deposits in the State Orissa became recognized.  Bharat Aluminum Co. ("Balco"), an Indian corporation, expressed interest in Gandhamardan as a source of feed for their aluminium plant at Korba, situated 350 kms. by rail to the N, in the adjoining State of Madhya Pradesh.  At Balco's request, an integrated exploration programme was undertaken jointly by MECL, GSI, and ODM. The programme included linecutting, topographic surveying, geological mapping, pitting, drilling, sampling, mineralogical studies, and metallurgical tests.

Balco commissioned a feasibility study on a portion of the deposit in 1980, and upon its conclusion, prepared to bring the deposit  into production.  Local villagers opposed the project, and Balco finally gave it up.

The property remained idle until 1997, when Continental and OMC agreed to jointly develop it.  Continental commissioned SNC-Lavalin to undertake a feasibility study on the deposit, however numerous delays ensued, and the study was never completed.  The author of the Technical Report visited the property at this time, and during one of the visits, collected six samples, two from Pit GP-2, and two from each of two scarp sites.  The samples were collected in the author of the Technical Report's presence, and he personally transported them to a Canadian commercial laboratory.  Analyses were performed for 12 radicals, including Al2O3, SiO2, Fe2O3, TiO2, and LOI, by x-ray fluorescence, fused-disc method.  In 2002, OMC transferred the Agreement from Continental to CRL. There is no connection between the two companies.

Geological Setting

The general geology of the Orissa region consists primarily of Precambrian rocks of the Indian Shield.  These rocks have been divided into four distinct sectors, based on their lithologies and structure.  The sectors are named after the geographic region in which they occur - West, South, Coastal, and North Sectors.

The West Sector is where Gandhamardan is located.  This sector is underlain primarily by Archean granitic gneisses, khondalites, charnockites, and migmatites.  These rocks trend in a general NE-SW direction, gently curving eastward at their northern end.  Khondalites are rocks formed by high-grade metamorphism of argillaceous, arenaceous, and calcareous sediments.  They are unique to this part of the world, and they host major deposits of bauxite.  The West Sector is separated from the South and North Sectors by the Eastern Ghat Boundary Fault and the North Orissa Boundary Fault, respectively.

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The South Sector is also underlain predominantly by Archean rocks.  They are comprised of marbles, calc-granulites, carbonatites, gneisses, khondalites, and charnockites.  This sector is composed of four fault blocks, each with distinct trends.  The rocks in two of the blocks trend E-W. Trends in the other two blocks are NE-SW, and NW-SE, respectively.  The North Orissa Boundary Fault separates the South Sector from the North Sector.

The Coastal Sector is underlain primarily by Quaternary laterite and alluvium. They appear to overlie the eastward extension of the South Sector rocks.

The North Sector is composed mainly of Archean granites and greenstones.  The granites occur as large batholiths, and the greenstones as broad, intervening belts.  The greenstones are comprised of mafic volcanics and banded iron formation.  This assemblage of granites and greenstones is very similar to that which occurs in the Superior Province in NW Ontario.  Ultramafic bodies intrude the granites and the volcanics.  The western third of the North Sector is underlain by Grenville-type metasediments consisting of marble, quartzite, phyllite, and slate.

Figure V shows the general geology of the State of Orissa.

The local geology at Gandhamardan and the geology of the property are the same.  Both consist exclusively of khondalites, represented by garnetiferous quartz-feldspar-sillimanite gneisses and schists with or without ilmenite and graphite.  Subordinate garnetiferous quartzites are also present.  The rocks have a pronounced NE-SW strike, conformable to the regional trend, and curve slightly to the east at their northern extremity.  The rocks have been tightly folded, and now dip steeply to the SE at 45 to 70°.



Figure V - General Geology of Orissa

Prolonged exposure to the elements has altered the khondalite at the top of Gandhamardan hill, resulting in the formation of bauxite as an extensive layer blanketing the parent rock throughout the plateau.

Deposit Type

The bauxite occurs as a large residual deposit, formed by in situ, subaerial weathering of aluminium-rich rocks (khondalites) under tropical conditions.  The deposit blankets the plateau top of a high ridge known as Gandhamardan hill.  The bauxite mineralization is continuous and homogeneous, and is analogous to a horizontally-bedded stratigraphic unit.

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Figure VI is a schematic longitudinal section through Gandhamardan hill depicting the bauxite layer.



Figure VI - Schematic Longitudinal Section Through Gandhamardan

The bauxite is overlain by laterite, and the laterite by a thin, discontinuous layer of lateritic soil.  This soil is rusty-red in colour, granular, and high in silca and iron content.  It reaches a thickness of up to several centimeters.

The laterite is also rusty-red in colour, and high in silica and iron.  The weathered surface is irregular, porous, and craggy.  The upper portion of the laterited is hard, reflecting a relatively higher silica content than the lower portion.  Iron content also decreases with depth, while aluminous content increases.  The laterite varies in thickness from 0.3 to 12.0 meters, and averages 5.0 meters.  The laterite grades downwards into bauxite.

The bauxite layer ranges from 4.3 to 35.0 meters in thickness, and averages 16.6 meters.  It varies in colour from pinkish-red to yellowish-brown, buff, or brown.  It is medium to fine grained, massive and compact.  Vesicular and pisolitic textures may be displayed.  Hardness varies from 2.5 to 3.5.  Banding and foliation are sometimes evident.

Mineralization

The bauxite is composed mainly of the minerals gibbsite and hematite, which together comprise about 95%.  The remaining 5% is a mixture of several oxide minerals in minor and trace amounts.

Table I shows the mineralogical composition of bauxite.



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Table I - Mineralogical Composition of the Bauxite

The basement khondalite rock is composed of a heterogeneous mix of minerals, including quartz, orthoclase, sillimanite, garnet, ilmenite, and graphite.  Quartz predominates, forming up to 60% of the rock locally.  The khondalite is gneissic, and the quartz is closely associated with orthoclase and sillimanite in gneissic bands of leucocratic minerals.  Orthoclase locally forms up to 35% of the rock, sillimanite up to 20%, garnet up to 20%, and ilmenite and graphite together up to 3%.  The contact between the khondalite and the bauxite is fairly sharp, although the khondalite immediately beneath the bauxite is partly altered.  Orthoclase in altered khondalite displays varying stages of bauxitization, while sillimanite displays varying stages of gibbsitization.

Exploration / Previous Work

Linecutting - Using theodolite and steel tape, ODM established a grid with base line oriented at Azimuth 50°, parallel to the longitudinal axis of Gandhamardan hill. Cross lines were run at right angles to the base line, spaced at 100-meter intervals. Stations were established on all lines at 25-meter intervals, and marked by stone monuments. A total of 85 kms. of lines were established. Accuracy of the grid was maintained by triangulation.

Topographic Survey - Survey of India performed a topographic survey using a standard bubble level. All stations were read. An area of 5.8 kms

Geological Mapping - ODM geologists mapped Gandhamardan plateau using the grid for their traverses. Scarp faces were also examined, at the ends of cross lines, wherever accessible.

Pitting - According to ODM reports, 26 pits were sunk into the bauxite zone, however data exists for only 24. It appears that 26 may have been planned, but only 24 actually dug. The pits are spaced at 400-meter intervals, and their sites were selected to coincide with previously-drilled holes. They were dug by hand in such a way that half the drill hole was retained in one wall of the pit. Each pit is 2.5 m

The Company is still seeking approval of the underlying agreement relating to the property from the Government of the State of Orissa.  Once this government approval has been obtained, the Company anticipates undertaking, among other things, confirmatory exploration, a pre-feasibility study (and if recommended, a final/full feasibility study) and environmental studies as necessary.

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Drilling

Drilling - Both ODM and MECL undertook extensive drill programmes. ODM concentrated on the SW portion of the deposit, on Blocks 1 to 8, and MECL on Blocks 7 to 10 at the NE end. Drilling was performed dry. NX size casing bits of tungsten carbide were used at the start of a hole, to penetrate the hard laterite capping. Bit size was reduced to BX in the softer bauxite zone. Short sections of thin-walled casing shoes were used, and drill runs were restricted to less than 1 meter in length. This technique allowed the drill cuttings to be collected in the casing, thus eliminating the need for a core barrel. The entire deposit was drilled at a hole spacing of 200 meters. Spacing was reduced to 100 meters in Blocks 5 to 8, where the plateau is widest, and therefore the bulk concentration the greatest. Selected portions of Blocks 6, 7 and 8 were detail-drilled at 50-, 25-, and 15-meter spacing. Two small areas, termed Clusters I and II, were detailed-drilled at a 5-meter spacing. Cluster I sits in Block 7, at Station N2 on Line E19, and covers an area of 0.24 hectare. Cluster II is in Block 8, at Station SO.5 on Line E24 and covers 0.16 hectare. Together ODM and MECL drilled a total of 462 holes, for a cumulative length of 15.1 kms. Except for 36 holes drilled at 450, all the holes were drilled vertically into the flat-lying bauxite zone. The cuttings from each hole were collected, geologically mapped, sampled and analysed.

Sampling Procedures And Analyses

Samples of the bauxite zone were taken from selected scarp sites, from each pit, and from each drill hole.  All samples were collected under direct supervision of ODM or MECL geologists.

Scarp samples of bauxite were taken by ODM wherever accessible at the ends of cross lines.  Channel samples were cut vertically along 1-meter intervals, forming channels 15 cms. wide, 5 cms deep, and 1 meter long.  A total of 130 samples were cut from 17 scarp sites, across a cumulative length of 121 meters.  The bauxite zone in the scarp faces is not fully exposed, the lower half being buried by talus.  Recognizing this limitation, ODM nevertheless calculated average grades from the assay results.  They are given in MECL's Exploration Report, Volume I, 1980, as 47.03% Al2O3, 2.97% SiO2, 22.00% Fe2O3, 2.09% TiO2, and 22.27% LOI, across an average thickness of +7.6 meters.

ODM also sampled the pits.  Channel samples were cut in the same manner employed in scarp sampling.  All four walls of each pit were sampled.  As a check, and for comparison, the walls of one pit were sampled at 25-cm. intervals.  Surplus materials from the channel samples was combined to form composite samples, which were also analysed.  A total of 1,772 pit samples were collected and analysed.  The bauxite zone exposed in the pits ranged from 2.0 to 30.0 meters in thickness, and averaged 18.7 meters.  ODM calculated average grades from the pit sample results.  MECL's same report shows them as 46.31% Al2O3, 4.37% SiO2, 20.34% Fe2O3, 1.78% TiO2, and 23.71% LOI.

Both ODM and MECL sampled the drill holes in their respective programmes, employing the same technique.  Casing shoes were used in place of core barrels.  The drill cuttings were carefully removed from the shoe, put into paper sleeves in the order drilled, identified by hole number and footage, and boxed.  Cuttings were collected continuously across 1-meter intervals.  If the upper or lower contact of the bauxite zone did not coincide exactly with a whole-integer meter mark then that particular sample was taken as a fraction of a meter.  Within the bauxite zone, if "non-ore" material was recognized or suspected, then two sub-samples were taken from that 1-meter interval, separated by their geological contact.

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All collected samples were geologically classified before being prepared for analyses.  Samples of the drill cuttings were crushed to -60 mesh, and quartered using a Jones Sample Splitter.  Three-quarters of the sample was shipped to Balco for storage, and the remaining quarter was further crushed to -120 mesh. This -120-mesh fraction was further reduced by coning and quartering, and a 50-gram portion was weighed out, bagged, and shipped to the laboratory for analyses.  Pit and scarp samples were prepared in a similar manner, except for their primary crushing, which was to -10 mesh rather than -60.

Samples were shipped for analyses to ODM's own laboratory in Bhubaneswar, or to MECL's own lab in Nagpur.  Minor and trace element analyses were conducted at a commercial laboratory in Bangalore operated by Esson and Co.  All samples were analysed for Al2O3, SiO2, Fe2O3, TiO2, and LOI. Composite samples were analysed as well for V, Zn, S, P2O5, K2O, Na2O, CaO, adherent moisture, and organic carbon.

Analyses for all these radicals were determined by chemical method, employing the EDTA technique (ethylene-diamene-tetra-acetic acid), the industry standard at that time.  LOI was determined thermally, by calculating the percentage loss on ignition of the resultant ash compared to the weight of the pre-heated sample.

Sample Preparation, Analyses And Security

Samples collected personally by the author were transported to a Canadian commercial laboratory for analyses.  Determinations were performed of the major oxides by the x-ray fluorescence - fused disc method, currently recognized as a standard analytical technique.  The results obtained for these samples are in general agreement with the results reported by ODM and MECL.

Data Verification

In examining the technical reports authored by ODM and MECL, it became apparent to the author of the Technical Report that the exploration-evaluation programmes were conducted in a thorough, competent manner by knowledgeable, capable persons.  The programmes followed a logical sequence of steps, justified by positive results, to determine the nature and extent of the bauxite deposit, and its suitability for the production of alumina by the Bayer Process.

Discussion with OMC technical staff verified the integrity of the data.

Three site visits verified the presence of bauxite, the extent of the deposit, the grid that was established, the holes that were drilled, and the pits that were sunk. Six bauxite samples were personally collected by the author, and transported to a Canadian commercial laboratory for analyses.

Mineralogical Studies and Metallurgical Tests

Mineralogical Studies - MECL conducted a number of studies of the bauxite to determine its mineral constituents, and to identify any deleterious chemical constituents that might be present. A total of 182 studies were undertaken, including petrological studies, heavy mineral determinations, acid-alkali treatments, derivatography, and x-ray diffraction. The studies indicate that gibbsite and hematite are the main minerals present. According to Indian Bauxite Standards, metallurgical grade bauxite must contain at least 44.0% A1203. As well, the maximum and/or minimum contents of certain deleterious constituents are listed. A comparison of these standards with the chemical composition of Gandhamardan bauxite is shown in Table II.

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Table II - Indian Standards Compared to Gandhamardan Bauxite

Metallurgical Tests - Five autoclave tests were performed by MECL. Separate tests were undertaken on bauxite from the upper part of the zone, where the Si02 content is higher, and on bauxite from the lower part of the zone, where the A1203 content is higher. Results indicate that the Bayer Process would extract 93.5% of the A1203 from the upper part of the zone, and 97 to 99% from the lower part.

Balco, in cooperation with MECL, collected 12 composite drill hole samples, and submitted them to Aluterv-FKI, an integrated aluminium producer in Budapest, Hungary. MECL's Exploration Report, Volume I, 1980, states "....industrial tests..." were undertaken, however it does not describe the nature of these tests. The MECL report does provide the results of additional autoclave tests and chemical analyses performed by Aluterv, and it states "...The Hungarian tests indicate that for the Korba plant the Gandhamardan bauxite can be processed advantageously...", and also that "...the deposit has a potential for low temperature technology..." The conclusions in the report state "...The immediate objective of establishing reserves of suitable categories for developing a mine to feed the Korba plant has been achieved..." MECL also states in its report that the Gandhamardan bauxite is suitable "...for use in Bayer's process is general..."

Feasibility Study - In 1980, Balco commissioned Metallurgical and Engineering Consultants (India) Ltd. to conduct a feasibility study. Their report is titled "Feasibility Report for Development of Gandhamardan Bauxite Deposit" and is dated February, 1981. In their report, they state "...a mining operation could be established...with annual production of 500,000 tpy on dry basis." Capital costs were estimated to be "...about 50 crore Rupees..." (approx. US$10.5 million), including equipment, service buildings, townsite, class I access road, ore tram line to base of hill, loading complex, and a 25-km spur rail line. Their report also states "...Operating cost for mine, crushing plant, ropeway and wagon loading complex...(estimated)...as 35.28 Rupees per tonne..." (approx. US$0.75/tonne).

The Balco feasibility study is not current. It was based upon historical estimates that are too speculative to have economic considerations applied to them, and therefore it does not conform to current NI 43-101 standards. It cannot be relied upon. The economic viability of this project has not yet been determined. Any future development of this project will be contingent to the completion of a positive feasibility or other study demonstrating its technical and economic viability.

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Historical Resource Calculations

There are no current mineral resources or mineral reserves on the property. The author of the Technical Report has not done sufficient work to reclassify the historical estimates as current mineral resources or mineral reserves, and the public should not rely on the historical estimates.

The resource estimates referred to in the Technical Report were performed by competent geologists employed by Indian federal and/or state government agencies. As such they are considered by the author of the Technical Report to be accurate and reliable. However, these resource estimates were not performed in accordance with NI 43-101 standards, and therefore are classified as historical estimates.

ODM and MECL independently calculated resource estimates, based exclusively on data obtained from the holes drilled at 200-meter intervals.  Data obtained from the closer-spaced drill holes were also utilized, but only as a check on the validity of the calculations.  Data from the inclined drill holes, and from the pits were similarly utilized for checking purposes.

The resource estimates are in-situ geological resources. No mining constraints were considered.  The cut-off grades of +40 % Al2O3 and -5% SiO2 used in the calculations were specified by Balco, and were determined in anticipation of the bauxite being processed at their plant in Korba.  Korba produces alumina by the Bayer Process.

A tonnage factor of 2.0 tonnes per cubic meter of bauxite was used in the calculations.  This figure was based on bulk density tests performed on pit samples, and on specific gravity and porosity tests performed on pit and drill hole samples.

Three conventional techniques were followed in preparing the resource estimates - average factor and area of influence method, cross section method, and isocline (isochore) method.  The first two methods are similar in that they calculate area and multiply it by thickness to determine volume.  Both methods are well-suited to estimating a resource such as Gandhamardan, which is a uniform, homogeneous, horizontally-lying body.

The average factor and area of influence method is based on the assumptions that all unit blocks are uniform in shape and in grade.  An area of influence is established for each vertical drill hole, as one-half the horizontal distance to an adjacent hole.  In the case of peripheral holes, it is the horizontal distance to the physical limit of the bauxite zone.  This area is multiplied by the thickness of the bauxite intersected in that hole to give the volume, which is then converted to tonnage.  Average grades are calculated by weighing grades against tonnages.

The cross section method utilizes cross sections, in this case prepared on a scale of 1:1,000.  A cross-sectional area of bauxite is determined for each hole by taking one-half the distance to adjacent holes, and multiplying this area by the linear strike influence of the hole.  The volume so obtained is then converted to tonnage.

The isocline method is based on the assumptions that unit values gradually change from one point to another. Isograde maps and isochore maps are prepared, in this case 1% Al2O3 and 5 meters, respectively. The area encompassed between the respective isoclines and the two corresponding mid-points of assay value and thickness is used to estimate the resource.

Four categories of resources were established, based on the Russian system, and termed A, B, C1, and C2. The Russian system of mineral resource - mineral reserve classification does not conform to that established by the CIM.  MECL's 1980 Exploration Report, Volume I states that the Russian A Category reserves are considered to be 90% accurate, and therefore "...are suitable for mine planning".  Under the CIM's standards on Definition for Mineral Resources and Mineral Reserves, the Russian A Category would qualify as a measured mineral resource, however the calculation was not performed to NI 43-101 standards, therefore they are a historic estimate, not as a resource, and there is no guarantee that it will be converted to a corresponding CIM category.

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MECL's report describes the Russian B Category resources as being "...sufficiently detailed to allow...broad outlining of the future mining activities and development of the deposit".  B Category resources were calculated in areas where technical data were less detailed than in A Category areas, and were deemed to be 70% accurate.  Under the CIM standards, the Russian B Category would be termed an indicated mineral resource, however the calculation was not performed to NI 43-101 standards, therefore they are a historic estimate, not as a resource, and there is no guarantee that it will be converted to a corresponding CIM category.

Russian C1 Category resources were estimated for areas where the bauxite was sufficiently explored to provide a "...rough estimation of the nature of mineralization, shape and structure of the ore body..."  (ibid).  Accuracy of the C1 resources is considered to be 50%.  Russian C2 Category resources are estimated for irregular parts of the bauxite zone, where "...insufficient exploration data...do not permit proper evaluation of shape, quality, etc."  The resources of Block 10 fall into this category.  Here the plateau is irregular in shape, and the bauxite varies in thickness.  Under the CIM standards, both the CI and C2 Categories, being 50% or less in accuracy, would be classified as an inferred mineral resource, however the calculations were not performed to NI 43-101 standards, therefore they are historic estimates, not resources, and there is no guarantee that they will be converted to corresponding CIM categories.

B.K. Monhanty, in ODM's Resources Evaluation Report, 1981, states the total calculated tonnage as 207.37 million tonnes with a weighted average grade of 45.75% Al2O3, 2.23% SiO2, 23.23% Fe2O3, 2.58% TiO2, 22.95% LOI.  In the same report, S.M. Patnaik tabulates resource estimates for each of the 10 Blocks.  His figures are shown in Table III.  His calculated total tonnage is 213.43 million tonnes, with a weighted average grade of 46.50% Al2O3 and 2.49% SiO2.  The 3 other radicals were not calculated.  The data acquisition and calculations were performed prior to NI 43-101 and not according to NI 43-101 standards, therefore they are historic estimates, not resources and there is no guarantee that they will be converted to corresponding CIM categories.

Cautionary Note to U.S. Investors Concerning Estimates of Measured and Indicated Resources

This Annual Report uses the terms "Measured Resources" and "Indicated Resources". We advise U.S. investors that while these terms are recognized and required by Canadian regulations, the SEC does not recognize them. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.

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Table III - ODM Block-Wise Historical Estimate

MECL calculated resources independently, and categorized them according to the Russian system.  MECL's 1980 Exploration Report, Volume I gives their total calculated resources as "....201.3 million tonnes averaging 46.40% Al2O3, 2.44% SiO2....", and estimates the Fe2O3, TiO2, and LOI contents to be 2341%, 2.47%, and 24.59%, respectively.  MECL's resources estimates by category are shown in Table IV.  The data acquisition and calculations were performed prior to NI 43-101 and not according to NI 43-101 standards, therefore they are historic estimates, not resources.

Cautionary Note to U.S. Investors Concerning Estimates of Inferred Resources

The Technical Report uses the term "inferred resources". We advise U.S. investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. Inferred resources have a great amount of uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.



Table IV - MECL Historical Estimate by Category

The three resources calculations are in fairly close agreement.  The total tonnage figures differ by a maximum of only 6%, and the calculated weighted average grades by 1.4% for Al2O3, 9.0% for SiO2, 0.8% for Fe2O3, 1.2% for TiO2, and 6.7% for LOI.

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MECL's historical estimates were calculated in 1980-81, and they followed the Russian system of classification.  The Russian system of resource-reserve classification does not comply with the standards established by the CIM and incorporated in NI 43-101, therefore the Russian categories are only roughly equivalent to the CIM categories, and there is no guarantee that the Russian categories will be converted to corresponding CIM categories.

As the Gandhamardan Project is currently preliminary in nature and awaiting numerous approvals from the Government of the State of Orissa, the extent to which the estimate of mineral resources and mineral reserves may be materially affected by metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing, political and other relevant issues remains unknown at this time.

Patents and License

The Pisces Process, a patented fish protective water inlet device, is a mechanical system designed to steer fish stocks around the water intake to prevent, reduce and/or eliminate their impingement and/or entrainment at irrigation, industrial use and hydroelectric production facility water intakes. Model testing of the Pisces Process was conducted in the spring of 2000 at a laboratory in North Vancouver, British Columbia, Canada. Initial results show that the Pisces Process works in the manner for which it was designed. The Company has not conducted any additional tests and does not intend to undertake any further tests on the Pisces Process.

Rodney Smith, a former director and officer of the Company, and Colin Hall transferred all their right, title and interest in the Pisces Process and its derivatives to Balaton Power Corporation S.A. ("BSA"), a former controlling shareholder of the Company. BSA achieved "patent pending" status on March 18, 1999 of its application filed with the United States Patent and Trademark Office (Case Docket No. SMTT 321) and is patent-protected in 104 countries for a float mounted intake system which will be marketed under the name of the "Pisces Process."  On November 4, 2003, BSA was issued its patent for the Pisces Process.

BSA entered into a licensing agreement with the Company on July 31, 2000, whereby the Company has the right to manufacture and sell the System, the Pisces Process and BRIMAC and to implement the System at Company owned hydroelectric power production sites in the United States and Canada. During 2007, the hydroelectric site held by the Company's then wholly owned subsidiary, Snoqualmie River Hydro Inc., expired and the Company no longer owns or has any rights to any sites for hydroelectric power development.  See Item 10.C "Material Contracts" for a description of the terms of this license.

While it is the Company's position that it holds a licence for the Pisces Process, BSA has advised the Company by letter on March 10, 2009, that it considers the Company to be in default under the terms of the licensing agreement between the parties.  BSA and the Company are currently in discussions regarding the licensing agreement, but the Company is not dependent on the Pisces Process for the Company to become a viable entity.

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C.         Organizational Structure

The following table shows the organizational structure of the Company's significant subsidiaries.



The Company holds 100% of the voting securities of Continental Resources (USA) Ltd. ("CRL").

D.         Property, Plants and Equipment

Office Lease

The Company's subsidiary CRL subleases its office space at 19 East Fourth Avenue, Hutchinson, Kansas, U.S.A. 67501. The Company leases its office space in Hutchinson pursuant to the terms of a written lease agreement. The terms of the lease is three (3) years with annual rental payments of $4,800 the first and second years and $5,400 the third year. The lease expired in January 2007.

Gandhamardan Project

For a description of the Gandhamardan property, see Item 4.B. "Business Overview - Gandhamardan Project."

ITEM 4A.          UNRESOLVED STAFF COMMENTS

The Company has unresolved staff comment letters from the SEC (the "SEC comment letters") that were sent to the Company on the following dates:

1. July 19, 2005,
2. September 22, 2008, and
3. December 4, 2008.

The SEC comment letters request additional disclosure and clarification with respect to previously filed Form 20-Fs of the Company.  The Company has included such additional disclosure and clarifications in this Form 20-F, as appropriate, to address the comments contained in the SEC comment letters.

ITEM 5.            OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read together with the Company's financial statements for the three years ended December 31, 2008 included elsewhere in this document, the section entitled "Information on the Company" in Item 4 of this document and with the section entitled "Risk Factors" in Item 3 of this document.  The financial statements have been prepared in CDN GAAP, however, Note 15 of the annual financial statements included herein provides a reconciliation to US GAAP.

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General Discussion

The Company is in the start-up stage and has initiated limited operations. Prior to the acquisition of CRL in October 2002, the Company was in the business of constructing, installing and selling "low impact" run-of-the-river hydroelectric power production systems which incorporated a patent pending fish protective water inlet device.  Following the acquisition of CRL in October 2002, the Company changed its focus from the Pisces Project to the exploration and development of the Gandhamardan Project.  The Company is currently seeking approval from the Government in the State of Orissa to an agreement with OMC relating to the Gandhamardan project.

During the year ended December 31, 2008, the Company continued to work on the Gandhamardan Project through its wholly owned subsidiary CRL.  The Company's plan of operations for the next twelve months is to focus on the Gandhamardan Project and the Company's overhead is expected to average between $15,000 to $20,000 per month for its operations, including professional and administrative costs.  Travel and other general expenditures are expected to average approximately $5,000 to $10,000 per month.

The Company plans to raise additional working capital for its day-to-day operations, which would include expenditures on the project in India by way of debt settlements and/or private placement of its common stock. Significant funding will be required for the exploration and development of CRL's bauxite project for which it is planned to resolve through a joint venture or the sale of interest to members that would join CRL's consortium.  As of December 31, 2008, the Company had cash of $nil and a working capital deficit of $811,889.

A.          Operating Results

No revenues from the Company's operations were reported in 2006, 2007 or 2008 from its operations, however, for 2006, the Company did report other income of $7,159 from oil income ($5,793) and interest income ($1,366).  No significant revenues are anticipated in 2009 other than the potential from the opportunity of CRL's Gandhamardan Project.  The Company ceased promoting the Pisces Process in October 2002 and has since devoted 100% of its resources on its subsidiary, CRL's, Gandhamardan bauxite project in India.

The Company's financial statements accompanying this Form 20-F are consolidated with the Company's wholly owned subsidiary, CRL for the years 2008, 2007 and 2006.  It is important to note that during the 2004 fiscal year the Company wrote off $1,145,163 and related liabilities of investment in the joint-venture company, COMPL, which was voluntarily dissolved.  It is planned that CRL will incorporate another entity to enter into a revised agreement with OMC.  As of the date of this filing, the Proposed Revised Joint Venture Agreement has yet to be finalized.  The Company anticipates that CRL will enter into such revised agreement with OMC following obtaining the approval of the State Government of Orissa.  The Company believes that the impact of foreign currency fluctuations will not adversely affect the Company.  The Canadian/US dollar exchange rate did improve in favour of the Canadian dollar during fiscal year 2008.  The Company does not take any steps to hedge against currency fluctuations.  In addition, the Company does not anticipate the impact of inflation to be material to the Company in its efforts to attract partners for its consortium for the development of the Gandhamardan Project.  The Indian currency is not expected to have an adverse affect on the Company during the initial phases of negotiating with potential partners or adding members to a consortium for the development of the project in India by CRL.

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The Company relies heavily on the cooperation of the State Government of Orissa, OMC and other governmental agencies in the finalization of joint venture relationships and the issuance of permits and licenses for the development of the Gandhamardan Project.  The political climate in India with respect to the development of resources is currently positive.  Orissa, a state in the eastern part of India, is a resource rich state that has had negotiations with several entities including CRL for the development of resources including bauxite.

The largest expense category for 2008 was general and administrative expenditures of $98,680, compared to $449,488 in 2007 (a decrease of $350,808), and $476,028 in 2006 (a decrease of $377,348).  The decrease in general and administrative costs from 2007 to 2008 was due to fewer engineering and geological studies conducted during 2008, and also that these studies were not as complex as those of the previous two years, especially in the data acquisition and initial review of data for site selection for the aluminum complex (refinery, smelter and power plant).  In 2008, the focus of the Company's operations was directed toward consummating a definitive agreement with Essar and settling the legal actions with Visa International Ltd. (see "Legal Proceedings"), rather than conducting further geological and engineering studies. Also included in general and administrative costs are compensation for officers and directors totalling $nil for 2008, $84,000 for 2007 and $70,000 for 2006.  The Company's second largest expense category for 2008 was professional fees of $83,268 compared to $137,218 for 2007, and $173,769 for 2006.  The overall decrease in professional fees is a result of the focus of the Company on matters related to consummating agreements rather than conducting further geological and engineering studies.

CRL's 2008 expenditures in India decreased by $155,179 compared to expenditures incurred in 2007 because less engineering and geological studies were conducted during the year and due to the decreased complexity especially in the data acquisition and initial review of data for site selection for the aluminium complex (refinery, smelter and power plant) as compared to the previous two years.  Also included in the India expenditures were administrative costs associated with office operations and meetings with government officials.

No stocks options were issued in 2008.  400,000 stock options with an exercise price of $0.25 and an expiry date of August 21, 2010 were issued to the Company's officers and directors during 2007, of which 200,000 remain. The Company's officers and directors were entitled to receive a total of $nil in compensation at the end of the fiscal year ended December 31, 2008, and $84,000 in compensation at the end of the fiscal year ended December 31, 2007.  As of the date of this filing, $60,000 of such compensation payable to the Company's officers and directors remains outstanding.

On March 22, 2007, the Company closed a private placement to accredited investors of $841,000 totalling 4,205,000 units.  Each unit consisted of one common share and one-unit purchase warrant, at a price of US$0.20 per unit.  Each unit purchase warrant was exercisable to purchase a further unit (a "Warrant Unit") on or before March 21, 2009, at US$0.25 per Warrant Unit. Each Warrant Unit consisted of one common share and one share purchase warrant. Each share purchase warrant is exercisable to purchase a further common share on or before March 21, 2010, at a price of US$0.30 per share.  A finder's fee was paid on this placement in the amount of US$66,100.

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Also on March 22, 2007, the Company completed the settlement of US$578,124 in outstanding debt through the issuance of 2,890,620 units on the same terms as the units issued in the above mentioned private placement of the same date.  A further debt of US$92,900 was settled through the issuance of 333,000 units.  Each unit consisted of one common share and a warrant exercisable to purchase a further common share on or before December 16, 2007, at a price of US$0.40.

On March 20, 2009, the Company announced that 7,426,120 unit warrants expiring March 21, 2009 had been extended to May 21, 2009 and the exercise price reduced to U.S.$0.03. Further, the Company announced that the share purchase warrants underlying these unit warrants upon exercise had been cancelled. Exercise of a unit warrant accordingly now entitled the holder to purchase one common share of the Company at a price of U.S.$0.03 per share.

As of the date of this filing, the Company had outstanding obligations to issue up to 3,672,337 common shares, as follows:

(a)          prior to May 21, 2009, the Company received  notice of exercise of issued and outstanding warrants representing in the aggregate 3,272,337 common shares (as of the date of this filing the shares have not yet been issued), and

(b)          stock options to purchase an aggregate of 400,000 common shares at a price ranging from $0.25 to $0.50 per share, and expiring between October 6, 2009 and August 21, 2010, all of which have been issued under the Company's share option plan.

In 2005, the Company settled two major legal issues.  The first was the settlement of a $163,436 loan with RoyCap for $100,000 in cash paid out over a year and the issuance of 100,000 shares of the Company's common stock.  As of year end December 31, 2006, the Company had paid $100,000 and issued 100,000 shares of common stock to fulfill this settlement obligation.  The second major settlement was with past president Ron Brown for his lawsuit for wrongful termination.  This settlement was $100,000 in cash paid in two equal instalments one paid in 2005 and one paid in 2006 and 0.5% of any proceeds received by the Company or its subsidiaries from the sale, transfer or production of raw materials from the bauxite project in India.

The Company met its obligations in each of the above-mentioned settlements in a timely manner and did not incur any new legal issues during 2008.  However, the Company's subsidiary, CRL, is involved in legal actions brought against it in India by an entity claiming an interest in the Gandhamardan bauxite project in India.  For additional information regarding these legal actions, please see Item 18.A "Financial Information - Legal Proceedings" of this Form 20-F.

Consulting fees for the Company were eliminated for 2008 ($nil), from 2007 ($435,000) and 2006 ($425,124).  This decrease was the result of delay in obtaining an agreement with OMC and delay in the Gandhamardan Project.  Professional fees including legal and accounting were $83,268 for 2008, $137,218 for 2007 and $173,769 for 2006.

Currently, the Company does not have adequate working capital to maintain operations for the next twelve months and the Company is in discussions to raise additional funding through financings.  The Company is seeking a partner or to form a consortium to both help further and finance the exploration and potential development of the Gandhamardan Project.

The Company plans to raise additional working capital for its day-to-day operations, which would include expenditures on the project in India by way of debt settlements and/or private placement of its common stock. Significant funding will be required for the exploration and development of CRL's bauxite project.

Future funding sources for the Company could also come from warrants and options outstanding from private placements that could be exercised adding additional working capital to the Company.

The Company intends to hire employees and consultants on an as needed basis.  At present, the Company does not expect to hire any employees as it intends to utilize consultants to facilitate any work required on its projects, primarily the Gandhamardan Project.

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B.          Liquidity and Capital Resources

As of December 31, 2008 the Company's cash position was $nil, compared to $40,170 as of December 31, 2007 and $1,748 as of December 31, 2006. Preliminary discussions are in progress to raise working capital to meet to maintain normal operations for the next year exclusive of exploration and development expenses relating to the Gandhamardan Project.  The Company had assets of $230,254 in 2006, of which only $29,078 were current assets compared to $144,076 in assets as of December 31, 2007 of which $40,170 was in cash, compared to $31,906 in 2008. The Company had a working capital deficit of $1,009,959 in 2006 compared to a working capital deficit of $658,847 as of December 31, 2007, and compared to a working capital deficit of $811,889 as of December 31, 2008.  Net working capital for the year ended December 31, 2008, which represents current assets less current liabilities, was ($701,902), compared with ($552,335) for 2007 and ($1,009,959) for 2006.

The Company is not able to meet its financial commitments as they become due. There can be no assurance that the Company will continue to be successful in raising additional capital to meet future obligations of the Company.  The Company is dependent on the proceeds of future financing to finance the exploration and potential development of the  Gandhamardan Bauxite deposit and its operations.  Further funds will be required to develop the Gandhamardan Bauxite Deposit if it is determined to be economical.

Currently, the Company does not have adequate working capital to maintain operations (exclusive of the exploration and development of the Gandhamardan Project) for the next twelve months.

The liabilities of the Company as of December 31, 2007 were $699,017, as compared to $843,795 as of December 31, 2008.

As of December 31, 2008, the Company had an accumulated deficit of $8,601,003, compared to $8,344,055 in 2007 and $7,186,173 in 2006.  This increase in deficit is due directly to the increased expenditures related to the Gandhamardan Project, which resulted in losses totalling $256,948 in 2008, compared with losses totalling $1,147,882 in 2007.  These losses were from expenditures incurred for operations of the Company and more significantly came from meeting the costs of its subsidiary, CRL, on the Gandhamardan Project in India.

Critical Accounting Policies

The Company's financial statements included herein have been prepared in accordance with accounting principles generally accepted in Canada. A summary of the differences between accounting principles generally accepted in Canada ("Canadian GAAP") and those generally accepted in the United States ("US GAAP") which affect the Company is contained in Note 15 of the financial statements.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Cash and cash equivalents

Cash and cash equivalents include deposits at Canadian and United States financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Mineral property

The Company expenses all exploration costs incurred on properties other than acquisition costs prior to the establishment of proven and probable reserves. The company performs evaluations of its assets to assess the recoverability of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable utilizing established guidelines based upon discounted future net cash flows from asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization.

Costs related to the acquisition, exploration, development and inherent costs to the management of the mineral properties are capitalized by property until the commencement of commercial production. If commercially profitable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized on the unit of production method. If it is determined that capitalized acquisition, exploration and development costs are not recoverable over the estimated economic life of the property, or the project is abandoned, the project is written down to its net realizable value. Recovery of the amounts recorded under mineral properties is dependent upon the ability of the Company to obtain the financing needed to complete the development, and future profitable production or proceeds from the disposal thereof. The amount shown for mineral property does not necessarily reflect future or present values.

Stock-based compensation

Effective January 1, 2004, the Company adopted Financial Accounting Standard Board (FASB Statement No. 123(R). This pronouncement requires all share-based payments be recognized in the income statement based on their fair values. The Company has employed the "modified prospective" method for accounting for these share-based payments. This method entails recognizing the fair value of share-based payments after the effective date (January 1, 2004) with no restatement for prior transactions of this nature. The fair value of stock options is determined by the widely used Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company's common shares and an expected life of the options. The fair value of direct awards of stock is determined by the quoted market price of the Company's stock.

Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company's stock options.

Income taxes

Income taxes are calculated using the asset and liability method of tax accounting. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and on unclaimed losses carried forward and are measured using the substantially enacted tax rates that will be in effect when the differences are expected to reverse or losses are expected to be utilized. A valuation allowance is recognized to the extent that the recoverability of future income tax assets is not considered more likely than not.

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Asset Retirement Obligations

The Company follows CICA Handbook Section 3110 "Asset Retirement Obligations" which establishes standards for asset retirement obligations and associated retirement costs related to site reclamation and abandonment. The fair value of the liability for an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the life of the asset. The liability is increased over time to reflect an accretion element considered in the initial measurement at fair value. As at December 31, 2008 the Company has not incurred any significant asset retirement obligations related to the exploration and development of its mineral properties.

Financial instruments

Financial assets and liabilities, including derivative instruments, are initially recognized and subsequently measured based on their classification as "held-for-trading", "available-for-sale" financial assets, "held-to-maturity", "loans and receivables", or "other" financial liabilities. Held-for-trading financial instruments are measured at their fair value with changes in fair value recognized in net income for the period. Available-for-sale financial assets are measured at their fair value and changes in fair value are included in other comprehensive income until the asset is removed from the balance sheet. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost using the effective interest rate method. Derivative instruments, including embedded derivatives, are measured at their fair value with changes in fair value recognized in net income for the period, unless the instrument is a cash flow hedge and hedge accounting applies, in which case changes in fair value are recognized in other comprehensive income.

Changes in accounting policies and future accounting policy changes

Capital disclosures

On January 1, 2008, the Company adopted the CICA Handbook Sections 1535 "Capital Disclosures". The adoption of this standard requires specific disclosure of (i) an entity's objectives policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. The required disclosures are presented in note 11 of the financial statements.

Inventory

On January 1, 2008, the Company adopted CICA Handbook Sections 3031, "Inventories", which eliminates the use of a LIFO (last-in-last-out) based valuation approach for inventory. As the Company at this time did not hold any inventory, the adoption of this standard did not have an impact on the Company's net loss or financial position.

Earnings (loss) per common share

Basic earnings (loss) per share is computed by dividing the earnings (loss) for the period by the weighted average number of common shares outstanding during the period, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted earnings per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and warrants.

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Foreign currency translation

The functional currency of the Company is the US dollar and the financial statements use the US dollar as the unit of measurement.  The monetary assets and liabilities of the Company denominated in foreign currencies are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the period. Exchange gains or losses are included in operations.

Financial instruments - disclosures and presentation

On January 1, 2008, the Company adopted CICA Handbook Section 3862 "Financial Instruments - Disclosures" and CICA Handbook Section 3863 "Financial Instruments - Presentation". The adoption of these standards increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

Goodwill and intangible assets

As of January 1, 2009, the Company will be required to adopt the CICA Handbook Section 3064, "Goodwill and Intangible Assets", which will replace the existing Goodwill and Intangible Assets standard. The new standard revises the requirement for recognition, measurement, presentation and disclosure of intangible assets. The adoption of this standard should not have a material impact on the Company's financial statements.

International financial reporting standards

Convergence of Canadian GAAP with International Financial Reporting Standards ("IFRS") - On February 13, 2007, the AcSB confirmed that publicly accountable profit-oriented enterprises will be required to use IFRS standards at this time but is working to establish a plan to facilitate adoption.

C.          Research and Development, Patents and Licenses

The Company has a license to one patent, the Pisces Process, a fish protective water inlet device designed to steer fish stocks around the water intake to prevent, reduce and/or eliminate their impingement and/or entrainment at irrigation, industrial use and hydroelectric production facility water intakes. The Company is not actively pursuing this sector of business as its current focus has been shifted to the development and promotion of CRL's Gandhamardan Project (see "Risk Factors"). The Company is in discussions with the licensor of the Pisces Process regarding the status of the licensing agreement between the Company and the licensor (see "Material Contracts" and "Legal Proceedings").

D.          Trend Information

The Company's subsidiary, CRL, continues to have capital requirements in excess of its current resources. As CRL continues to develop the Gandhamardan Project, it will continue to have increased expenses and corresponding losses. Currently and for the foreseeable future, the Company's only source of working capital is from the sale of its securities.

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The Company believes that the impact of foreign currency fluctuations will not adversely affect the Company. The Canadian/U.S. dollar exchange rate has been improving in favour of the Canadian dollar. The Company does not take any steps to hedge against currency fluctuations. There is currently no concern about the effects of the Indian Rupee on the Company's subsidiary's operations or plans for operations in India.

E.          Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

F.          Tabular Disclosure of Contractual Obligations



|                                  |         | Payments due by period
|--------------------------------- | ------- | ----------------------
|Contractual Obligations           | Total   | Less Than One Year    
|Related Party Loans(1)            | 138,893 | 138,893               
|Related Party Accounts Payable(2) | 268,716 | 268,716               

(1)

(2)

G.          Safe Harbour

The safe harbour provided in Section 27A of the U.S. Securities Act and Section 21E of the Exchange Act applies to forward-looking information provided pursuant to Item 5.E and F above.

ITEM 6.            DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.          Directors and Senior Management

Michael Rosa, Director, President and Chief Executive Officer

Michael Rosa, age 74, who resides in Langley, British Columbia, Canada, has served as director of the Company since January 31, 2003. Mr. Rosa is an experienced corporate director and has been involved in natural resource projects and other entrepreneurial activities. Mr. Rosa drilled 17 oil wells in Texas and has been involved in two gold projects one in Oregon and the other in British Columbia.  His resource experience is beneficial in assisting the Company in the development of the Gandhamardan Project and also in evaluating other resource projects that may be presented to the Company. Mr. Rosa is not an officer or director of any other company.

Except in his present capacity with the Company, Mr. Rosa has not within the past five years been an officer and/or director of a public company.

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Paul Preston - Chief Financial Officer

Paul Preston, age 75, who resides in Abbotsford, British Columbia, Canada, has served as director and CFO of the Company since April 2009.  Mr. Preston is an experienced corporate director and has been an administrator for both public and private companies.  He also has experience with property management. Mr. Preston was previously the president of a publically traded mining exploration company and this experienced, combined with his administrative experience, is beneficial to the Company.  Mr. Preston is also the director of a private company that is involved in the construction industry.

Except in his present capacity with the Company, Mr. Preston has not within the past five years been an officer and/or director of a public company.

Nicole Bouthillier, Director

Nicole Bouthillier, age 58, has been an independent business consultant in Montreal since 2001.  Prior to starting her own consulting business she worked for Scotia McLeod as an Investment Executive starting with them in 1987.  Ms. Bouthillier became a director of the Company on November 22, 2005.

Except in her present capacity with the Company, Ms. Bouthillier has not within the past five years been an officer and/or director of a public company.

B.          Compensation

The Company has no standard arrangement pursuant to which directors and officers are compensated by the Company for their services in their capacity as directors and/or officers other than the unissued treasury shares reserved for the grant of directors' stock options.  Total compensation of $nil was payable to directors and/or officers during the Company's financial year ended December 31, 2008, compared with $84,000 payable to directors and/or officers during the Company's financial year ended December 31, 2007.  As of the date of this filing, $60,000 of such compensation to the Company's officers and directors remains outstanding.

The Company intends to form a compensation committee when working capital is sufficient to carry on the Company's operations to consider compensation to management, officers and directors.

The Company's shareholders approved at the Annual General Meeting in June 2004 the issuance of options to the Company's officers and directors to purchase 900,000 shares at $0.40 expiring on June 25, 2009, and all of these options have now expired.

The Company's shareholders approved at the Annual General Meeting in August 2005 the issuance of options to the Company's officers and directors to purchase 400,000 common shares at $0.25 expiring on August 21, 2010.  As of the date of this filing, options for 200,000 of such shares have expired and options for the remaining 200,000 common shares are unexercised.

Summary Compensation Table

During the Company's financial year ended December 31, 2008, the aggregate direct remuneration payable to the Company's directors and executive officers by the Company and its subsidiaries, all of whose financial statements are consolidated with those of the Company, was $nil.  As of the date of this filing, $60,000 of such compensation to the Company's officers and directors remains outstanding.  The compensation paid to the Company's directors and officers during the most recently completed financial year is as set out below:

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|Name and Principal Position                        | Year      | Annual Compensation            | Long Term Compensation               | All Other Compen-sation
($)                     
|-------------------------------------------------- | --------- | ------------------------------ | ------------------------------------ | ------------------------------------------------
|Awards                                             | Payouts  
|Salary
($)                                         | Bonus
($) | Other Annual Compen-sation
($) | Securities Under Options Granted
(#) | Restricted Shares or Restricted Share Units 
(#)
|Michael Rosa
President and Chief Executive Officer | 2008      | Nil                            | Nil                                  | Nil                                             
|Paul Preston
Chief Financial Officer               | 2008      | Nil                            | Nil                                  | Nil                                             
|Nicole Bouthillier
Director                        | 2008      | Nil                            | Nil                                  | Nil                                             

No stock options were exercised during 2008. See "Share Ownership" below for more information on the Company's outstanding stock options.

Neither the Company nor any of its subsidiaries have any plan or arrangement with respect to compensation to its directors or executive officers which would result from the resignation, retirement or any other termination of the executive officers' employment with the Company and its subsidiaries or from a change of control of the Company or any subsidiary of the Company or a change in the executive officers' responsibilities following a change in control, where in respect of any executive officer the value of such compensation exceeds $100,000.

C.          Board Practices

All directors hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.  Mr. Rosa has served as director of the Company since January 31, 2003.  Ms. Bouthillier joined the Company's Board of Directors on November 24, 2005 subsequent to the death of Mr. Burdett, who was a director and officer since February 1, 2003. Mr. Preston has served as a director and officer since April 2009. The Company's officers are appointed by the Board of Directors after each annual meeting of the Company's shareholders and hold office until their death, or until they resign or have been removed from office. The Company has an audit committee that operates under the terms of the Company's audit charter, on which Michael Rosa, Paul Preston and Nicole Bouthillier are members. The Company currently does not have a compensation or executive committee. There are no director service contracts that provide for benefits upon termination.

D.          Employees

The Company has no employees other than its officers and directors. The Company has two directors/officers involved in management and administration of the Company, Mr. Michael Rosa and Mr. Paul Preston.

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E.          Share Ownership

Common Shares

Security Holdings of Directors and Officers



|Name of Insider    | Shares owned or 
beneficially controlled | Percentage of 83,453,737 outstanding common shares as of the date of this filing
|------------------ | ---------------------------------------- | --------------------------------------------------------------------------------
|Michael Rosa       | 138,000(1)                               | 0.0017%                                                                         
|Paul Preston       | 23,000                                   | 0.0002%                                                                         
|Nicole Bouthillier | 50,000 (2)                               | 0.0006%                                                                         
|Total:             | 211,000                                  |                                                                                 

(1)   In addition, Mr. Rosa holds 150,000 options with an exercise price of US$0.25 expiring on August 21, 2010.

(2)   In addition, Ms. Bouthillier holds 50,000 options with an exercise price of US$0.25 expiring on August 21, 2010.

Options:

The following chart details all outstanding options as of the date of this filing:

|Under the 2004 Stock Option Plan
|--------------------------------
|Name of Officer/Director        
|Michael Rosa                    
|Nicole Bouthillier              
|Total(1)                        

(1)

Stock Option Plans and Long-Term Incentive Plan Awards

The Company has not in the past adopted any stock option plans, retirement, pension, or profit sharing plans for the benefit of the Company's officers and directors other than as described herein. However, the Company has granted incentive stock options on an individual basis to provide compensation for performance.

2004 Stock Option Plan

At the 2004 annual meeting of the Company, the shareholders approved the Company's adoption of a stock option plan (the "Option Plan") in order to attract and retain employees and consultants and to provide additional incentive for directors, officers, employees and consultants, upon whose efforts and judgment the success of the Company is largely dependent, in order to grant either non-qualified stock options ("NQSO Options") or incentive stock options ("ISO Options") under the features provided for by the Code. Both NQSO Options and ISO Options (together, the "Options") are available for grant under the Option Plan.  The following summary of the material terms of the Option Plan is not complete and is qualified in its entirety by reference to the Option Plan, a copy of which has been filed with the SEC.

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The Committee

The Option Plan provides for the granting by a committee of the Board of Directors of the Company (the "Committee") who will be Option Plan administrators of Options to directors, officers, employees and consultants of the Company. The Committee administers and interprets the Option Plan and has authority to grant Options to all eligible persons. The Committee also determines, at the time the Option is granted, the number of shares granted, the type of option (NQSO Options or ISO Options), the purchase or exercise price, the vesting and expiration period of the option and other applicable terms of the option grant. At the present time, the entire board acts as the Committee.

Stock Options

The Option Plan provides for the issuance of either NQSO Options or ISO Options to employees, directors and consultants of the Company and its subsidiaries, including any officer or director who is an employee of the Company for the purchase of common shares from the number of common shares which have been set aside for such purpose. Under the provisions of the Option Plan, it is intended that the ISO Options granted there under will qualify as options granted pursuant to Section 422 of the Code, which will provide certain favourable tax consequences to participants who are granted and elect to exercise such Options. The Committee may grant either NQSO Options or ISO Options for such number of shares to eligible participants as the Committee from time to time shall determine and designate. Common shares involved in the unexercised portion of any terminated or expired Option may again be subjected to Options. The Committee is vested with discretion in determining the terms, restrictions and conditions of each Option. The option price of the common shares to be issued under the Option Plan will be determined by the Committee, provided that such price may not be less than 85% of the fair market value of the shares on the day prior to the date of grant for NQSO Options and 100% for the fair market value for ISO Options. Furthermore, if the participant owns greater than 10% of the total combined voting power of all classes of capital stock of the Company, the exercise price of ISO Options may not be less than 110% of the fair market value of the common shares on the day prior to the date of the grant. The fair market value of a share of the Company's common shares will initially be determined by averaging the closing high bid and low asked quotations for such share on the date of grant in the over-the-counter market (NASD Electronic Bulletin Board).

Options granted under the Option Plan are exercisable in such amounts, at such intervals and upon such terms as the Committee shall provide in such Option. With respect to ISO Options, the aggregate fair market value (determined as of the date the ISO Option is granted) of the stock with respect to which any ISO Option is exercisable for the first time by a participant during any calendar year under the Option Plan (and under all incentive stock option plans of the Company and its subsidiaries qualified under the Code) shall not exceed $100,000.

An employee or consultant option will terminate at the earliest of the following dates:

- the termination date specified in the applicable option agreement;
- three (3) months after employment or consultant agreement with the Company or its subsidiaries terminates; or
- one (1) year after employment or the consultant agreement with the Company or its subsidiaries terminates due to retirement, permanent and total disability and death.

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Options otherwise expire a maximum of ten (10) years after the date on which the Option is granted, the actual term to be determined by the Committee. An Option is not transferable or assignable except by will or the laws of descent and distribution.

Options will become exercisable by the participants in such amounts and at such times as shall be determined by the Committee in each individual grant. Options are not transferable except by will or by the laws of descent and distribution.

Stock Subject To The Option Plan

The total number of common shares allotted and reserved for issuance under the Option Plan is 3,000,000 common shares, equivalent to approximately 3.59% of the issued and outstanding share capital of the Company, as at December 31, 2008. At the time of this annual report, the 3,000,000 common shares allocated for the Option Plan represented 3.59% of the issued and outstanding shares. Such common shares will be reserved for Options to be granted at the discretion of the Committee. Options to purchase an aggregate of 400,000 common shares have been granted under the Option Plan and are outstanding as of the date of this filing.

ITEM 7.            MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.          Major Shareholders

Perial Ltd. holds 25,000,000 common shares or 30% of all issued and outstanding shares as of the date of this filing.  There are currently no agreements in place that could result in a change of control of the Company. The common shares held by Perial do not have different voting rights than those held by other shareholders.  As of the date of this filing, the total number of common shares held by US residents is 23,234,166, or 27.8% of all issued and outstanding common shares of the Company, with such shares being held by 105 shareholders.  As of the date of this filing, the total number of common shares held by Canadian residents is 60,053,229, or 72.0% of all issued and outstanding common shares of the Company, with such shares being held by 232 shareholders.

The following table sets forth the common share ownership of each person known by the Company to be the beneficial owner of five percent or more of the Company's common shares. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.



|Name and address of owner                                                      | Number of Shares | Position    | Percent of Class as of the date of this filing
|------------------------------------------------------------------------------ | ---------------- | ----------- | ----------------------------------------------
|Perial Ltd.
191 Eglinton Avenue East
Suite 302
Toronto, Ontario
Canada M4P 1K1 | 25,000,000       | Shareholder | 30%                                           

B.          Related Party Transactions

Except as disclosed herein, directors, senior officers and principal shareholders of the Company, or any associate or affiliate of the foregoing, have not participated in and have no other interest, direct or indirect, in any material transactions in which the Company has participated, or in any proposed transaction which has materially affected or will materially affect the Company during the previous two fiscal years.

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Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.  Related party transactions include the following:

During 2007, a shareholder of the Company was repaid $63,963 by the Company (the interest rate on this debt was 6.5% per annum and was due on June 30, 2008).  The same shareholder of the Company advanced the Company $32,381 during 2008 (with the loan bearing interest at 6.5% per annum and interest and principal are payable at maturity on June 30, 2009).  As of December 31, 2008, the Company had an outstanding loan of $138,893 from the shareholder, bearing an interest rate of 6.5% per annum and due December 31, 2009.

The Company has an outstanding payable to a previous Officer and Director for their compensation for the year ended December 31, 2008 totalling $60,000.

At December 31, 2008, the Company had outstanding payables to related parties for services rendered totalling $268,716 (2007 - $302,609).

During 2007, a related company was advanced a loan in the amount of $35,799.

The Company settled $492,124 in outstanding debts to shareholders, officers and directors of the Company through the issuance of 2,460,620 units on the same terms issued in the private placement of March 22, 2007.

C.          Interests of Experts and Counsel

Not applicable.

ITEM 8.            FINANCIAL INFORMATION

A.          Consolidated Statements and Other Financial Information

See Item 17 "Financial Statements" and Item 3.A "Selected Financial Data" of this Form 20-F.

Legal Proceedings

Other than as disclosed herein, no material legal proceedings to which the Company is a party are pending nor are any known to be contemplated and the Company knows of no legal proceedings pending or threatened, or judgments entered against, any director or officer of the Company in his or her capacity other than as disclosed herein.

Legal action by Visa International Ltd. ("Visa") was commenced during the third quarter of 2007 against the Company's subsidiary, CRL, in both the Supreme Court of Calcutta and the Supreme Court of India. CRL engaged legal counsel to defend the claim made by Visa, which amounts to a claim for an interest in the Gandhamardan Bauxite project and is seeking an injunction in the Supreme Court of Calcutta against CRL from entering into agreements with others to develop the Gandhamardan Bauxite project.  An arbitrator was assigned by the Supreme Court of India to address this matter after December 31, 2008.  Subsequent to December 31, 2008, CRL and the Company have been in discussions with Visa to settle both of these litigation matters.  However, no assurance can be made that this matter will be resolved in a manner on terms acceptable to CRL or that the rulings when made will be in favour of CRL. As the outcome is not determinable, the Company has not accrued any amount for this claim.  Despite the fact that the outcome of this claim in not determinable at this time, the results of the outcome could have a material impact on the operations of the Company.

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On July 27, 2000, the Company entered into an employment agreement with Ron Brown, the Company's former President and later Vice President. Under the terms of the agreement Mr. Brown agreed to perform the services commonly associated with President and Chief Executive Officer in consideration of a salary of at least $15,000 per month, reimbursement of all expenses incurred, a life insurance policy in the amount of $1,500,000, medical and health benefits for Mr. Brown and all of his family members, and a vehicle allowance. In addition to the foregoing, the Company was obligated to issue to Mr. Brown options to acquire 5% of the shares issued and outstanding after the first year, 5% of the shares issued and outstanding after the second year, and 5% of the shares issued and outstanding at the end of the third year (or a total of 15% of the total outstanding shares of the Company after three years). The term of the agreement was from June 30, 2000 to May 31, 2003. The Company had the right to terminate the agreement for just cause or for any act or omission that was a breach under the agreement that was not remedied within thirty days. It was also a term of the agreement that Mr. Brown could be terminated for cause. On February 12, 2001, Mr. Brown was terminated for cause. Mr. Brown brought an action in the Chancery Court for Williamson County, Tennessee, Case No. 27720, seeking a declaratory judgment that the foregoing employment contract was in full force and effect.  On September 1, 2005 the Company entered into a Settlement Agreement with Mr. Brown, under which the Company agreed to pay Mr. Brown $100,000 in cash consideration and a sum or sums equal to .5% (one half of one percent) of any payment, proceeds or other consideration directly or indirectly received by Balaton or any of its subsidiaries or affiliates relating to the sale or production from the Gandhamardan Project. The .5% of the proceeds continues until Mr. Brown receives $5,000,000 in total consideration in addition to the $100,000 in cash.  The Company paid Mr. Brown the $100,000 in two equal payments with the first payment of $50,000 in October 2005 and the second payment of $50,000 in May 2006. Management of the Company does not view this contingent liability as a major detriment to the Company's overall performance.

On March 29, 2004, an action was brought by Roderick Christie against the Company in the Supreme Court of British Columbia. The Statement of Claim alleges that Christie acquired 260,000 shares of the Company from Balaton Power Corporation S.A. and that the Company has an obligation to transfer these shares to Mr. Christie but has refused to do so. Mr. Christie seeks $260,000 in damages or 260,000 common shares in the Company plus that amount of Canadian currency that is equal to the difference between the price at which the shares are trading at the time of delivery and $1.00. The Company has filed a Statement of Defence and brought on a court application to have Mr. Christie's claim struck or security for costs posted in court, and Mr. Christine has filed a cross application for judgment.  As at the date of this filing, neither applications have proceeded.

A cease trade order was issued by the British Columbia Securities Commission (the "BCSC") against the Company on May 12, 2009, on the basis that the Company as a reporting issuer did not file (1) a comparative financial statement for its annual year ended December 31, 2008, as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations(NI 51-102), (2) a Form 51-102F1 Management's Discussion and Analysis("MD&A")for the period ended December 31, 2008, as required under Part 5 of NI 51-102, and (3) a Form 51-102F2 Annual Information Form("AIF")for the year ended December 31, 2008, as required under Part 6 of the NI 51-102.  On June 2, 2009, the Company filed financial statements for the year ended December 31, 2008 and the required MD&A for the same period.  On June 29, 2009, the Company filed an AIF for the year ended December 31, 2009.  Despite the Company's filing of the requested documents, as of the date of this filing the cease trade order remains outstanding due to the deficiency identified by the BCSC described in the paragraph below.

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On June 3, 2009, the Company received a letter from the BCSC regarding review of the financial statements for the fiscal year ended December 31, 2008.  The letter notes that the Company filed its financial statements accompanied by an auditor's report prepared by a public accounting firm that was not registered with the Canadian Public Accountability Board ("CPAB").  The letter further notes that due to the deficiency described above, the Company has been placed on the BCSC's defaulting issuers list.  On or about June 30, 2009 the Company's auditors became registered with CPAB.  Upon notification of such registration, the BCSC requested the Company to file redated audited financial statements for the year ended December 31, 2009, with appropriate notation to document registration of the Company's auditors with CPAB.  As of the date of this filing the Company's auditors are preparing redated financial statement for the year ended December 31, 2008.

On March 10, 2009, the Company received a letter from Balaton Power Corporation S.A. ("BSA"), the patent holder and licensor to the Company, regarding its position that the Company was in default of the conditions of the licensing agreement between the parties (see "Material Contracts").  The Company and BSA are currently is discussions regarding the licensing agreement and the March 10, 2009 letter, and their can be no assurances that the Company will continue to hold an interest in the Pisces Process as a result of the  outcome of the discussions.  An adverse outcome in the discussions is not expected to have a material adverse effect on the Company's business, financial condition or results of operations.

Dividends Policy

No dividend has been paid on the Common Shares since inception, and none is contemplated in the foreseeable future.

B.          Significant Changes

Not applicable.

ITEM 9.             THE OFFER AND LISTING

A.          Offer and Listing Details

For the five most recent full financial years, the annual high and low market prices for the Company's common stock were as follows in U.S. Dollars:





|              | 2008  | 2007  | 2006  | 2005  | 2004 
|------------- | ----- | ----- | ----- | ----- | -----
|High (U.S. $) | $0.23 | $0.50 | $0.50 | $0.80 | $1.00
|Low (U.S. $)  | $0.01 | $0.16 | $0.20 | $0.35 | $0.16

For the two most recent full financial years, the high and low market prices for each full financial quarter for the Company's common stock were as follows





|              | 2008  | 2007 
|------------- | ----- | -----
|              | Q1    | Q2   
|High (U.S. $) | $0.23 | $0.18
|Low (U.S. $)  | $0.11 | $0.09



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For the most recent six months, the high and low market prices for each month for the Company's common stock were as follows:





|              | June 09 | May 09 | April 09 | Mar 09 | Feb 09 | Jan 09
|------------- | ------- | ------ | -------- | ------ | ------ | ------
|High (U.S. $) | $0.06   | $0.05  | $0.06    | $0.08  | $0.05  | $0.03 
|Low  (U.S. $) | $0.03   | $0.04  | $0.05    | $0.02  | $0.02  | $0.01 

B.          Plan of Distribution

Not applicable.

C.          Markets

The shares of the Company have traded on the Over-the-Counter Bulletin Board Quotation System under the symbol "BPWRF" since November 26, 2001.

D.          Selling Shareholders

Not applicable.

E.          Dilution

Not applicable.

F.          Expenses of the Issue

Not applicable.

ITEM 10.           ADDITIONAL INFORMATION

A.          Share Capital

Not applicable.

B.          Memorandum and Articles of Association

Information regarding the Company's Memorandum and Articles of Association is set out in the Company's Annual Report on Form 20-F filed July 15, 2002 and is incorporated herein by reference and is hereby confirmed that this information has not changed since the filing on July 15, 2002.

C.          Material Contracts



Joint Venture Agreement dated April 18, 1997

On April 18, 1997, Continental entered the Joint Venture Agreement with OMC to form a 50-50 joint venture company in the State of Orissa with its primary purpose to explore and exploit the Gandhamardan Bauxite Deposit. Continental managed the daily operations of COMPL, the joint venture company. Under the Joint Venture Agreement, OMC had an option to participate in Continental's proposed aluminium complex (including refinery, power plant and smelter). This option was to be exercised within one year from the date of transfer of leases concerning the Gandhamardan Project, of which such option could be extended by mutual consent. Pursuant to the Joint Venture Agreement, Continental bore all costs associated with the preparation of a feasibility report and exploration. Continental transferred its interest in the deposit to CRL, an unrelated company, with the result that CRL and OMC became joint venture partners.  During 2004, COMPL was voluntarily dissolved at the request of OMC.  CRL and OMC plan to incorporate a new entity that will direct the development of the Gandhamardan Project according to the new terms and conditions of the Proposed Revised Joint Venture Agreement being submitted to the Orissa Government for approval between OMC and CRL. As of the date of this annual report, the approval for the Proposed Revised Joint Venture Agreement between OMC and CRL has not been received from the Orissa Government.



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Licensing Agreement dated July 31, 2000

BSA entered into a licensing agreement with the Company whereby the Company has the right to manufacture and sell the System, the Pisces Process and the BRIMAC and to implement the System at Company owned hydroelectric power production sites in the United States and Canada.  In consideration for the license, the Company is obligated to make the payment of $150,000 to BSA as advance payment of royalties of five percent (5%) of gross revenues. Under the terms of the agreement, the Company has paid $50,000 to BSA and has agreed to pay the balance of $100,000 upon receipt of funding by the Company in the aggregate amount of not less than $4,000,000. In January 2004 the parties agreed to reduce the royalty to 2%, and waive all further obligations of the Company, in consideration for 500,000 common shares of the Company. These shares were issued during the first quarter of 2003.



Stock Exchange Agreement dated September 30, 2002

On September 3, 2002 the Company entered into an agreement to acquire 100% of CRL from Perial in consideration for 33,000,000 common shares of the Company. 25,000,000 of these shares were issued to Perial and 8,000,000 were issued as a finder's fee. The transaction was completed on October 31, 2002 and resulted in a change of control of the Company and the focus of the Company's business on the Gandhamardan Project. See "Information on the Company" for a description of this transaction.

D.          Exchange Controls

The Company is a corporation incorporated under the laws of the Province of British Columbia, Canada.  Canada has no system of exchange controls. There are no exchange restrictions on borrowings from foreign countries or on the remittance of dividends, interest, royalties and similar payments, management fees, loan repayments, settlement of trade debts, or the repatriation of capital. The Investment Canada Act (the "ICA") enacted on June 20, 1985, as amended by the Canada-United States Free Trade Agreement Implementation Act (Canada), requires the notification and, in certain cases, advance review and approval by the Government of Canada of the acquisition by a "non-Canadian" of "control" of a "Canadian business," all as defined in the ICA. For the purposes of the ICA, "control" can be acquired through the acquisition of all or substantially all of the assets used in carrying on the Canadian business, or the direct or indirect acquisition of interests in an entity that carries on a Canadian business or which controls the entity, which carries on the Canadian business. Under the ICA, control of a corporation is deemed to be acquired through the acquisition of a majority of the voting shares of a corporation, and is presumed to be acquired where one third or more, but less than a majority, of the voting shares of a corporation are acquired, unless it can be established that the corporation is not controlled in fact by the acquirer through the ownership of voting shares. Other rules apply with respect to the acquisition of non-corporate entities.

To the best of the registrant's knowledge, there are no governmental laws, decrees or regulations in Canada relating to restriction on the import/export of capital, or which affect the remittance of interest, dividends, or other payments to non-resident holders of the Company's common stock. Any such remittance to United States' residents, however, is subject to a 15% withholding tax pursuant to Articles X, Xl, and XII of the reciprocal Canada-United States Income Tax Convention. Except for the ICA, there are no limitations under the laws of Canada, the Province of British Columbia, or in the Charter or any other constituent documents of the registrant on the rights of foreigners to hold and/or vote the shares of the registrant. The provisions of the ICA provide legislative guidelines for screening and evaluating new foreign investment in Canada. The purpose of the legislation is to:

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(a)        encourage investment in Canada that contributes to economic growth and employment; and

(b)        provide for the review of significant investments in Canada by non-Canadians to ensure such benefit to Canada.

All investments that meet the following criteria are subject to a review:

(a)        direct acquisition of control of an existing Canadian business with assets of five million dollars or more by a non-WTO investor;

(b)        indirect acquisition of an existing Canadian business with assets of fifty million dollars or more by a non-WTO investor;

(c)        indirect acquisition of control of an existing Canadian business with assets of five million dollars or more where the assets of the Canadian business being acquired exceed 50% of the total assets involved in the worldwide transaction;

(d)        direct acquisition of control of an existing Canadian business with assets of $281 million dollars or more by a WTO investor; and

(e)        investments in prescribed areas related to cultural heritage or national identity where the discretionary authority to review is exercised

E.          Taxation



Material Canadian Federal Income Tax Consequences for United States Residents

The following discussion summarizes the principal Canadian federal income tax considerations generally applicable to a person (an "Investor") who acquires one or more Common Shares of the Company, and who at all material times and for the purposes of the Income Tax Act (Canada) (the "Canadian Act") deals at arm's length with the Company, holds all Common Shares solely as capital property, is a non-resident of Canada, and does not, and is not deemed to, use or hold any Common Shares in or in the course of carrying on business in Canada.  It is assumed that the Common Shares will at all material time be listed on a stock exchange that is prescribed for the purposes of the Canadian Act.

This summary is based on the current provisions of the Canadian Act, including the regulations thereunder, and the Canada-United States Income Tax Convention (1980) (the "Treaty") as amended.  This summary takes into account all specific proposals to amend the Canadian Act and the regulations thereunder publicly announced by the government of Canada to the date hereof and the Company's understanding of the current published administrative and assessing practices of the Canada Revenue Agency ("CRA").  It is assumed that all such amendments will be enacted substantially as currently proposed, and that there will be no other material change to any such law or practice, although no assurances can be given in these respects.  This summary does not take into account any provincial, territorial or foreign income tax law or treaty other than the Treaty.

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This summary is not, and is not to be construed as, tax advice to any particular Investor.  Each prospective and current Investor is urged to obtain independent advice as to the Canadian income tax consequences of an investment in Common Shares applicable to the Investor's particular circumstances.

An Investor generally will not be subject to tax pursuant to the Canadian Act on any capital gain realized by the Investor on a disposition of a Common Share unless the Common Share is "taxable Canadian property", and is not "treaty-protected property", of the Investor for purposes of the Canadian Act.  A Common Share that is disposed of by an Investor will generally not constitute taxable Canadian property of the Investor provided that neither the Investor, nor one or more persons with whom the Investor did not deal at arm's length, alone or together at any time in the 60 months immediately preceding the disposition owned 25% or more of the issued shares of any class of the capital stock of the Company.  In addition, the Common Share will be a treaty-protected property of the Investor if, under the terms of an applicable bilateral tax treaty, any gain realized by the Investor on disposition of the share is exempt from Canadian income tax under Part I of the Canadian Act.

An Investor whose Common Shares constitute taxable Canadian property and are not treaty-protected property, and who disposes of one or more Common Shares in a taxation year, will realize a capital gain (capital loss) equal to the amount by which the proceeds of disposition therefor exceed (are exceeded by) the adjusted cost base thereof to the Investor and the Investor's reasonable costs of disposition.  The Investor will be required to include one half of any such capital gain (taxable capital gain) in the Investor's taxable income earned in Canada for the taxation year and to pay Canadian income tax accordingly.  The Investor will be entitled to deduct one half of any such capital loss (allowable capital loss) against taxable capital gains included in the Investor's taxable income earned in Canada in the taxation year and, to the extent not so deductible, against taxable capital gains included in the Investor's taxable income earned in Canada in any of the three preceding taxation years or in any subsequent taxation year.

Each Investor will be required to pay Canadian withholding tax on the amount of any dividend, including any stock dividend, paid or credited or deemed to be paid or credited by the Company to the Investor on a Common Share.  The rate of withholding tax is 25% of the gross amount of the dividend, or such lesser rate as may be available under an applicable income tax treaty.  In accordance with the Treaty, the rate of withholding tax applicable to a dividend paid on a Common Share to an eligible Investor who is a resident of the United States for the purposes of the Treaty and who takes appropriate steps, is 5% if the Investor is a company that owns at least 10% of the voting stock of the Company, and 15% in any other case, of the gross amount of the dividend.  The Company will be required to withhold any such tax from the dividend, and remit the tax directly to CRA for the account of the Investor.

Investors are advised to consult their tax advisors with respect to the tax implications of acquiring, holding or disposing of Common Shares and the application of any applicable income tax treaty.

Dividends

Dividends paid or credited, or deemed to be paid or credited to a U.S. Holder by the Company will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of the Company's voting shares).  The Company will be required to withhold the applicable withholding tax from any such dividend and remit it to the Canadian government.

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Disposition

A U.S. Holder is subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Common Share unless the U.S. Holder is entitled to relief under the Treaty.  For this purpose, the U.S. Holder's capital gain (or loss) from a disposition or deemed disposition of a Common Share is the amount by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the U.S. Holder's adjusted cost base of the Common Share for purposes of the Tax Act and any reasonable expenses of disposition.  Absent Treaty relief, one-half of any capital gain so realized is included in computing the U.S. Holder's income for purposes of the Tax Act.

A U.S. Holder may generally qualify for relief under the Treaty in respect of such tax on such capital gain if and provided that the value of shares of the Company is not derived principally from real property situated in Canada at the relevant time. Management believes that the value of the Company's common shares is not currently derived principally from real property situated in Canada.

A U.S. Holder wishing to claim any such applicable Treaty relief should consult with the U.S. Holder's own tax advisors regarding the procedure for claiming the relief in a relevant Canadian tax return reporting the disposition or deemed disposition.  In addition, notwithstanding any potentially applicable Treaty relief, a disposition or deemed disposition of Common Shares is subject to certain tax clearance certificate and withholding procedures that should also be discussed with the U.S. Holder's own tax advisors in advance of a disposition.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is a discussion of all material United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (See "Taxation - Canadian Federal Income Tax Consequences" above). Accordingly, we urge holders and prospective holders of common shares of the Company to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of common shares of the Company, based upon their individual circumstances.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time.

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U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares of the Company who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a "functional currency" other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of the total outstanding stock of the Company. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to United States persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.

Distribution on Common Shares of the Company

In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder, which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder, which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

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Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation and which owns shares representing at least 10% of the voting power and value of the Company may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and value of the Company) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a "foreign personal holding company" or a "passive foreign investment company," as defined below). The Company does not anticipate that it will earn any United States income, however, and therefore does not anticipate that any U.S. Holder will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on the Company's common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company's common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations, which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as "passive income," "high withholding tax interest," "financial services income," "shipping income," and certain other classifications of income. Dividends distributed by the Company will generally constitute "passive income" or, in the case of certain U.S. Holders, "financial services income" for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

In general, U.S. Holders will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. In general, gain or loss on the sale of common shares of the Company will be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

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Other Considerations

Set forth below are certain material exceptions to the above-described general rules describing the United States federal income tax consequences resulting from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company's outstanding shares is owned, directly or indirectly (pursuant to applicable rules of constructive ownership), by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Company's gross income for such year is derived from certain passive sources (e.g., from certain interest and dividends), the Company may be treated as a "foreign personal holding company." In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company's outstanding shares is held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. the Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a foreign investment company for the current or any future taxable year.

Passive Foreign Investment Company

United States income tax law contains rules governing "passive foreign investment companies" ("PFIC") which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States if, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax situation with respect to ownership of the Company's shares.

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Each U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of three alternative tax regimes at the election of such U.S. Holder. The following is a discussion of such alternative tax regimes applied to such U.S. Holders of the Company. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a "controlled foreign corporation" (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at "Controlled Foreign Corporation" below).

A U.S. Holder who elects to treat the Company as a qualified electing fund ("QEF") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year to which the election applies in which the Company qualifies as a PFIC on his pro rata share of the Company's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income, in each case, for the shareholder's taxable year in which (or with which) the Company's taxable year ends, regardless of whether such amounts are actually distributed. A U.S. Holder's tax basis in the common shares will be increased by any such amount that is included in income but not distributed.

The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such election, will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a "timely" QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year during the U.S. Holder's holding period, then, in order to avoid the Section 1291 rules discussed below, in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if the Company is a controlled foreign corporation, the U.S. Holder's pro rata share of the Company's post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Company's first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF election and either of the above-described gain-recognition elections under Section 1291 is referred to herein as an "Electing U.S. Holder." A U.S. Holder who holds common shares at any time during a year of the Company in which the Company is a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely QEF election and makes neither of the above-described gain-recognition elections) is referred to herein as a "Non-Electing U.S. Holder." An Electing U.S. Holder (i)generally treats any gain realized on the disposition of his the Company common shares as capital gain; and (ii)may either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company's annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as "personal interest" that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF election, the Company must provide certain information regarding its net capital gains and ordinary earnings and permit its books and records to be examined to verify such information.  The Company intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to the Company. The Company urges each U.S. Holder to consult a tax advisor regarding the availability of, and procedure for making, the QEF election.

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A QEF election, once made with respect to the Company, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If an QEF election is made by a U.S. Holder and the Company ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which the Company does not qualify as a PFIC. Therefore, if the Company again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which the Company qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of the Company. Therefore, if such U.S. Holder reacquires an interest in the Company, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which the Company qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Balaton common shares and (ii) certain "excess distributions," as defined in Section 1291(b), by the Company.

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Balaton common shares and all excess distributions on his Balaton common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holder's period prior to the first day of the first year of the Company (i) which began after December 31, 1986, and (ii) for which the Company was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly non-deductible. The balance, if any, of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. In certain circumstances, the sum of the tax and the PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.

If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds the Company common shares, then the Company will continue to be treated as a PFIC with respect to such Balaton common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if the Company's common shares had been sold on the last day of the last taxable year for which it was a PFIC.

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Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market annually (a "mark-to-market election"). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the market-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Company's common shares. A U.S. Holder who makes the mark-to-market election will include in income for each taxable year for which the election is in effect an amount equal to the excess, if any, of the fair market value of the common shares of the Company as of the close of such tax year over such U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A)the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing U.S. Holders, over (B)the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder's adjusted tax basis in the common shares of the Company will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the Company's common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election. No view is expressed regarding whether common shares of the Company are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Balaton common shares in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee's basis in this case will depend on the manner of the transfer. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferee's basis is generally equal to the fair market value of the Electing U.S. Holder's common shares as of the date of death under Section 1014 of the Code. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with respect to common shares of the Company, certain adverse rules may apply in the event that both the Company and any foreign corporation in which the Company directly or indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or its proportionate amount of any lower-tier PFIC shares, and generally would be subject to the PFIC rules with respect to such indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election with respect thereto. The Company intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to each subsidiary of the Company that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does not make a timely QEF election with respect to a lower-tier PFIC generally would be subject to tax (and the PFIC interest charge) on (i) any excess distribution deemed to have been received with respect to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called "indirect disposition" of such shares. For this purpose, an indirect disposition of lower-tier PFIC shares would generally include (i) a disposition by the Company (or an intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction resulting in a diminution of the U.S. Holder's proportionate ownership of the lower-tier PFIC, including an issuance of additional common shares by the Company (or an intermediate entity). Accordingly, each prospective U.S. Holder should be aware that he or it could be subject to tax even if such U.S. Holder receives no distributions from the Company and does not dispose of its common shares. The Company strongly urges each prospective U.S. Holder to consult a tax advisor with respect to the adverse rules applicable, under the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

60



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Certain special, generally adverse, rules will apply with respect to Balaton common shares while Balaton is a PFIC unless the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of Balaton is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of Balaton ("United States Shareholder"), Balaton could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC's Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC's earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of Balaton which is or was a United States Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of Balaton attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that Balaton will not be considered a CFC for the current or any future taxable year.

F.          Dividends and Paying Agents

Not applicable.

G.          Statement by Experts

Not applicable.

H.          Documents on Display

Exhibits attached to this Form 20-F are also available for viewing at the offices of the Company at Suite 206, 20257 54th Avenue, Langley, British Columbia V3A 3W2 or on request of the Company at the same address, attention: Corporate Secretary. Copies of the Company's financial statements and other continuous disclosure documents required under the British Columbia Securities Act are available for viewing on the internet at www.SEDAR.com. or at www.sec.gov.

61



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I.          Subsidiary Information

Not applicable.

ITEM 11.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not subject to any material market risks at this time.

ITEM 12.           DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.          Debt Securities

Not applicable.

B.          Warrants and Rights

Not applicable.

C.          Other Securities

Not applicable.

D.          American Depositary Shares

Not applicable.

PART II

ITEM 13.           DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14.           MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15.           CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.  Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2008 (under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer), pursuant to Rule 13a-15(b) promulgated under the Exchange Act.  As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting.  Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of December 31, 2008.

62



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Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act.  Management (under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer) assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008.  In making this assessment, management used the framework set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based upon this assessment, our management concluded that, as of December 31, 2008, our internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Our management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only the management's report in this annual report.

Changes in Internal Control over Financial Reporting



There were no changes during the period covered by this Annual Report in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.

ITEM 16.           [RESERVED]

ITEM 16A.         AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have a financial expert serving on its audit committee.The Company has had some difficulty in attracting financial experts to serve on its board of directors, due to the Company's small size. The Company's financial statements are not complex, and the Company does not view the retention of a financial expert as critical to its further development. Regardless, the Company is currently considering appointing a director to the board and to the audit committee who would be a financial expert.

ITEM 16B.         CODE OF ETHICS

The Company has not formally adopted a written code of ethics.  The Company is reviewing the adoption of a formal code of ethics. The Company has guided its conduct by the provisions of the British Columbia Business Corporations Actand the securities legislation applicable to it. Due to its size, management had not deemed it necessary to adopt a formal written code of ethics at this time.

63



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ITEM 16C.         PRINCIPAL ACCOUNTANT FEES AND SERVICES





|                   | Year ending
December 31, 2008 | Year ending
December 31, 2007
|------------------ | ----------------------------- | -----------------------------
|Audit fees         | $19,325                       | $23,698                      
|Audit-related fees | -                             | -                            
|Tax fees           | -                             | -                            
|All other fees     | -                             | -                            
|Total fees billed  | $19,325                       | $23,698                      

A.          Audit Fees

Audit fees were for professional services rendered by the Company's auditors, for the audit of the Company's annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

B.          Audit-Related Fees

Audit-related fees were for assurance and related services reasonably related to the performance of the audit or review of the annual statements that are not reported under "Audit Fees" above.

C.          Tax Fees

Tax fees were for tax compliance, tax advice and tax planning professional services. These services consisted of: tax compliance including the review of tax returns, and tax planning and advisory services relating to common forms of domestic and international taxation (i.e. income tax, capital tax, goods and services tax, payroll tax and value added tax).

D.          All Other Fees

Fees disclosed in the table above under the item "all other fees" were incurred for services other than the audit fees, audit-related fees and tax fees described above.

ITEM 16D.         EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.         PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F.         CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

64



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ITEM 16G.         CORPORATE GOVERNANCE

Not applicable.

















65



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PART III

ITEM 17.           FINANCIAL STATEMENTS

This Annual Report on Form 20-F includes the Company's audited financial statements for the years ended December 31, 2008, 2007 and 2006, including the following:

1. Report of Independent Registered Public Accounting Firm Killman, Murrell & Company, P.C. dated July 8, 2009.
2. Consolidated Balance Sheets as at December 31, 2008 and December 31, 2007.
3. Consolidated Statements of Operations and Deficit for the years ended December 31, 2008, 2007 and 2006.
4. Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006.
5. Notes to the Consolidated Financial Statements.

ITEM 18.           FINANCIAL STATEMENTS

Not applicable.





66



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ITEM 19.           EXHIBITS

The following financial statements, related schedules and exhibits are included in this Form 20-F:



|Exhibit 
Number | Description of Exhibit                                                                                                                                          
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1             | Stock Exchange Agreement dated September 30, 2002 between Balaton Power Inc. and Perial Ltd.(1)                                                                 
|4.2             | Stock Option Plan(1)                                                                                                                                            
|12.1            | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)                                                           
|12.2            | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)                                                           
|13.1            | Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
|13.2            | Certification of Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

(1)   Filed as an exhibit to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2003 (SEC File No. 000-32255) filed on July 15, 2004, and incorporated by reference herein.

(2)   Filed as an exhibit to this Annual Report on Form 20-F for the fiscal year ended December 31, 2008.









67



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SIGNATURES

The Company certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

BALATON POWER INC.

/s/ Paul PrestonPaul Preston
Chief Financial Officer



DATED:    July 15, 2009







---















BALATON POWER INC.



Consolidated Financial Statements

















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Balaton Power Inc.
Consolidated Financial Statements
Index







|                                                        | Page
|------------------------------------------------------- | ----
|Report of independent registered public accounting firm | 1   
|Consolidated balance sheets                             | 2   
|Consolidated statements of operations and deficit       | 3   
|Consolidated statements of cash flows                   | 4   
|Notes to consolidated financial statements              | 5-16











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Page 1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Directors of
Balaton Power Inc.





We have audited the consolidated balance sheets of Balaton Power Inc. as at December 31, 2008  and 2007 and the consolidated statements of operations and deficit  and cash flows for each of the years in the three year period ended December 31, 2008.  These consolidated financial statements are the responsibility of the company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2008 in accordance with Canadian generally accepted accounting principles.





Killman, Murrell & Company, P.C.
Odessa, Texas
July 8, 2009



Comments by Auditors for U.S. Readers in Canada - United States Reporting Difference



In the United States, reporting standards for auditors, requires the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the financial statements.  Our report to the directors dated July 8, 2009, is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements.





Killman, Murrell & Company, P.C.
Odessa, Texas
July 8, 2009





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Page 2

Balaton Power Inc.
Consolidated Balance Sheets





|                                               | 2008        | 2007       
|---------------------------------------------- | ----------- | -----------
|ASSETS                                         |             |            
|Current                                        |             |            
|Cash                                           | $       -   | $40,170    
|Accounts receivable                            | 3,000       | -          
|                                               |             |            
|Total current assets                           | 3,000       | 40,170     
|Advances to related party (Notes 3 & 12)       | 28,906      | 28,906     
|Investments (Note 4)                           | -           | 75,000     
|                                               |             |            
|Total assets                                   | $31,906     | $144,076   
|                                               |             |            
|LIABILITIES                                    |             |            
|Current                                        |             |            
|Bank indebtedness                              | $       75  | $       -  
|Accounts payable and accrued liabilities       | 436,111     | 289,896    
|Accounts payable (Note 12) - Related Parties   | 268,716     | 302,609    
|                                               |             |            
|Total current liabilities                      | 704,902     | 592,505    
|Loan payable - Related Party (Note 6)          | 138,893     | 106,512    
|                                               |             |            
|Total liabilities                              | 843,795     | 699,017    
|                                               |             |            
|SHAREHOLDERS' DEFICIENCY                       |             |            
|Share capital (Note 7)                         | 5,537,404   | 5,537,404  
|Contributed surplus                            | 2,251,710   | 2,251,710  
|Deficit                                        | (8,601,003) | (8,344,055)
|                                               |             |            
|Total shareholders' deficiency                 | (811,889)   | (554,941)  
|                                               |             |            
|Total liabilities and shareholders' deficiency | $31,906     | $144,076   





See accompanying notes.









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Page 3

Balaton Power Inc.
Consolidated Statements of Operations and Deficit





|                                                     | 2008         | 2007         | 2006        
|---------------------------------------------------- | ------------ | ------------ | ------------
|                                                     |              |              |             
|Revenue                                              |              |              |             
|Oil Income                                           | $       -    | $       -    | $5,793      
|Interest Income                                      | -            | -            | 1,366       
|                                                     |              |              |             
|                                                     | -            | -            | 7,159       
|                                                     |              |              |             
|Expenses                                             |              |              |             
|Administration and general                           | 98,680       | 449,488      | 476,028     
|Professional fees                                    | 83,268       | 137,218      | 173,769     
|Writedown of investment                              | 75,000       | -            | -           
|Consulting fees and commissions                      | -            | 435,000      | 425,124     
|Writedown of resource property                       | -            | 126,176      | -           
|Oil expenses                                         | -            | -            | 6,587       
|                                                     |              |              |             
|                                                     | 256,948      | 1,147,882    | 1,081,508   
|                                                     |              |              |             
|Net loss and comprehensive loss                      | (256,948)    | (1,147,882)  | (1,074,349) 
|Deficit, beginning of year                           | (8,344,055)  | (7,196,173)  | (6,121,824) 
|                                                     |              |              |             
|Deficit, end of year                                 | $(8,601,003) | $(8,344,055) | $(7,196,173)
|                                                     |              |              |             
|Loss per common share - Basic and diluted            | (0.00)       | $(0.01)      | $(0.01)     
|                                                     |              |              |             
|Weighted average number of common shares outstanding | 83,453,737   | 81,596,582   | 76,025,117  





See accompanying notes.







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Page 4

Balaton Power Inc.
Consolidated Statements of Cash Flows





|                                               | 2008       | 2007         | 2006        
|---------------------------------------------- | ---------- | ------------ | ------------
|                                               |            |              |             
|Cash provided by (used in):                    |            |              |             
|                                               |            |              |             
|Operating activities                           |            |              |             
|Netloss                                        | $(256,948) | $(1,147,882) | $(1,074,349)
|Adjustments for item not affecting cash        | 75,000     | -            | -           
|Writedown of investment                        | -          | 48,700       | -           
|Fair value of stock options issued             | -          | 126,176      | -           
|Write-down of resource property                |            |              |             
|                                               | (181,948)  | (973,006)    | (1,074,349) 
|                                               |            |              |             
|Changes in non-cash working capital components |            |              |             
|Accounts payable related parties               | (33,893)   | 146,215      | 612,788     
|Accounts payable and accrued liabilities       | 146,215    | 155,852      | -           
|Accounts receivable                            | (3,000)    | 27,330       | -           
|Prepaid expenses                               | -          | -            | 7,162       
|                                               |            |              |             
|                                               | (72,626)   | (643,609)    | (454,399)   
|                                               |            |              |             
|Financing activities                           |            |              |             
|Cash overdraft                                 | 75         | -            | -           
|Advances to related party                      | -          | (28,906)     | -           
|Loan receivable                                | -          | -            | 34,556      
|Loan payable                                   | 32,381     | (63,963)     | 89,351      
|Issue of share capital                         | -          | 774,900      | -           
|                                               |            |              |             
|                                               | 32,456     | 682,031      | 123,907     
|                                               |            |              |             
|Net increase (decrease) in cash                | (40,170)   | 38,422       | (330,492)   
|Cash, beginning of year                        | 40,170     | 1,748        | 332,240     
|                                               |            |              |             
|Cash , end of year                             | $      -   | $40,170      | 1,748       
|                                               |            |              |             
|Supplementary information:                     |            |              |             
|Interest paid                                  | $      -   | $      -     | $      -    
|Income taxes paid                              | $      -   | $      -     | $      -    





See accompanying notes.





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Page 5

Balaton Power Inc.
Notes to Consolidated Financial Statements





1.         Going concern basis of presentation and nature of organization



Balaton Power Inc. ("BPL") was incorporated under the British Columbia Business Corporation Act under the laws of the Province of British Columbia on June 25, 1986.  On October 31, 2002, Continental Resources (USA) LTD. became a wholly-owned subsidiary of Balaton.  CRL was originally  incorporated in July of 1997 under the laws of the State of Delaware, USA. and was reincorporated in July of 2004 under the laws of state Nevada, USA.



The accompanying consolidated financial statements include the accounts of Balaton and CRL (collectively the "Company").  All inter-company balances and transactions have been eliminated in consolidation.



The Corporation is developing a bauxite deposit in the state of Orissa in India.



The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations.  The recoverability of the carrying value of exploration properties and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values.



These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. These financial statements do not include adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.





2.          Summary of significant accounting policies



The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada.  A summary of the differences between accounting principles generally accepted in Canada ("Canadian GAAP") and those generally accepted in the United States ("US GAAP") which affect the Company is contained in Note 15.





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Page 6

Balaton Power Inc.
Notes to Consolidated Financial Statements





2.          Summary of significant accounting policies



Use of estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Cash and cash equivalents



Cash and cash equivalents include deposits at Canadian and United States financial institutions.  The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.



Mineral property



The Company expenses all exploration costs incurred on properties other than acquisition costs prior to the establishment of proven and probable reserves.  The company performs evaluations of its assets to assess the recoverability of its investments in these assets.  All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable utilizing established guidelines based upon discounted future net cash flows from asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization.



Costs related to the acquisition, exploration, development and inherent costs to the management of the mineral properties are capitalized by property until the commencement of commercial production. If commercially profitable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized on the unit of production method. If it is determined that capitalized acquisition, exploration and development costs are not recoverable over the estimated economic life of the property, or the project is abandoned, the project is written down to its net realizable value.  Recovery of the amounts recorded under mineral properties is dependent upon the ability of the Corporation to obtain the financing needed to complete the development, and future profitable production or proceeds from the disposal thereof. The amount shown for mineral property does not necessarily reflect future or present values.



Stock-based compensation



Effective January 1, 2004, the Company adopted Financial Accounting Standard Board (FASB Statement No. 123(R). This pronouncement requires all share-based payments be recognized in the income statement based on their fair values. The Company has employed the "modified prospective" method for accounting for these share-based payments. This method entails recognizing the fair value of share-based payments after the effective date (January 1, 2004) with no restatement for prior transactions of this nature.



The fair value of stock options is determined by the widely used Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company's common shares and an expected life of the options. The fair value of direct awards of stock is determined by the quoted market price of the Company's stock.





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Page 7

Balaton Power Inc.
Notes to Consolidated Financial Statements







2.          Summary of significant accounting policies (cont'd)



Stock-based compensation



Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company's stock options.



Income taxes



Income taxes are calculated using the asset and liability method of tax accounting. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and on unclaimed losses carried forward and are measured using the substantially enacted tax rates that will be in effect when the differences are expected to reverse or losses are expected to be utilized. A valuation allowance is recognized to the extent that the recoverability of future income tax assets is not considered more likely than not.



Asset Retirement Obligations



The Company follows CICA Handbook Section 3110 "Asset Retirement Obligations" which establishes standards for asset retirement obligations and associated retirement costs related to site reclamation and abandonment.



The fair value of the liability for an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the life of the asset.  The liability is increased over time to reflect an accretion element considered in the initial measurement at fair value. As at December 31, 2008 the Company has not incurred any significant asset retirement obligations related to the exploration and development of its mineral properties.



Financial instruments



Financial assets and liabilities, including derivative instruments, are initially recognized and subsequently measured based on their classification as "held-for-trading", "available-for-sale" financial assets, "held-to-maturity", "loans and receivables", or "other" financial liabilities.  Held-for-trading financial instruments are measured at their fair value with changes in fair value recognized in net income for the period.  Available-for-sale financial assets are measured at their fair value and changes in fair value are included in other comprehensive income until the asset is removed from the balance sheet.  Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost using the effective interest rate method.  Derivative instruments, including embedded derivatives, are measured at their fair value with changes in fair value recognized in net income for the period, unless the instrument is a cash flow hedge and hedge accounting applies, in which case changes in fair value are recognized in other comprehensive income.



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Page 8

Balaton Power Inc.
Notes to Consolidated Financial Statements







2.          Summary of significant accounting policies (cont'd)



Changes in accounting policies and future accounting policy changes



Capital disclosures



On January 1, 2008, the Company adopted the CICA Handbook Sections 1535 "Capital Disclosures".  The adoption of this standard requires specific disclosure of (i) an entity's objectives policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.  The required disclosures are presented in note 11.



Inventory



On January 1, 2008, the Company adopted CICA Handbook Sections 3031, "Inventories", which eliminates the use of a LIFO (last-in-last-out) based valuation approach for inventory.  As the Company at this time did not hold any inventory, the adoption of this standard did not have an impact on the Company's net loss or financial position.



Earnings (loss) per common share



Basic earnings (loss) per share is computed by dividing the earnings (loss) for the period by the weighted average number of common shares outstanding during the period, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted earnings per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and warrants.



Foreign currency translation



The monetary assets and liabilities of the Company denominated in foreign currencies are translated at the rate of exchange at the balance sheet date.  Revenues and expenses are translated at the average exchange rate prevailing during the period.  Exchange gains or losses are included in operations.



Financial instruments - disclosures and presentation



On January 1, 2008, the Company adopted CICA Handbook Section 3862 "Financial Instruments - Disclosures" and CICA Handbook Section 3863 "Financial Instruments - Presentation". The adoption of these standards increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.



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Page 9

Balaton Power Inc.
Notes to Consolidated Financial Statements







2.          Summary of significant accounting policies (cont'd)



Goodwill and intangible assets



As of January 1, 2009, the Company will be required to adopt the CICA Handbook Section 3064, "Goodwill and Intangible Assets", which will replace the existing Goodwill and Intangible Assets standard.  The new standard revises the requirement for recognition, measurement, presentation and disclosure of intangible assets.  The adoption of this standard should not have a material impact on the Company's financial statements.



International financial reporting standards



Convergence of Canadian GAAP with International Financial Reporting Standards ("IFRS") - On February 13, 2007, the AcSB confirmed that publicly accountable profit-oriented enterprises will be required to use IFRS standards at this time but is working to establish a plan to facilitate adoption.





3.          Advances to related party



The advances to related party are due from a shareholder of the Company, are non-interest bearing and due on demand.





4.         Investments



|                                              | 2008      | 2007   
|--------------------------------------------- | --------- | -------
|Common shares in Cumberland Continental Corp. | $       - | $75,000





During the 2008 year, the Company wrote down its investment in Cumberland Continental Corp. to its estimated net realizable value.





5.          License agreement



In July of 2000 the Company was a party to a license agreement with Balaton Power Corporation S.A. ("BPCSA") to manufacture, market, sell/lease and otherwise commercialize BPCSA's proprietary technology and related confidential data throughout Canada and the United States for a period of 20 years.  The license has an ongoing option to renew for a further 20 years at the expiration of each 20 year period.





6.          Loan payable - Related party



The loan payable is unsecured and due to a shareholder of the Company and a company controlled by this shareholder and bears interest at 6.5% per annum. The loan was extended to December 31, 2009.



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Page 10

Balaton Power Inc.
Notes to Consolidated Financial Statements







7.          Share capital



| | Authorizedunlimited common shares without par value |            |           
| | --------------------------------------------------- | ---------- | ----------
| |                                                     |            |           
| | Issued and fully paid                               | Shares     | Amount    
| |                                                     |            |           
| | Balance, December 31, 2005 and 2006                 | 76,025,117 | $4,958,884
| |                                                     |            |           
| | Private placements for cash                         | 4,205,000  | 372,537   
| | Issued for commitment to issue shares               | 333,000    | 16,149    
| | Issued for settlement of debt                       | 2,890,620  | 256,034   
| | Finders' fee for private placement                  | -          | (66,100)  
| |                                                     |            |           
| | Balance, December 31,  2007 and 2008                | 83,453,737 | $5,537,504
| |                                                     |            |           
| | Contributed surplus                                 |            |           
| | Balance, December 31, 2005 and 2006                 | $1,412,357 |           
| |                                                     |            |           
| | Fair value of purchase warrants granted             | 790,653    |           
| | Fair value of options granted                       | 48,700     |           
| |                                                     |            |           
| | Balance, December 31, 2007 and 2008                 | $2,251,710 |           



During 2007, the Company completed a private placement whereby 4,205,000 units were issued at US $0.20 per unit for gross cash proceeds of $841,000.  Each unit consists of one common share and one unit purchase warrant.  Each unit purchase warrant is exercisable to purchase a further unit ("Warrant Unit") on or before March 21, 2009, at US$0.25 per Warrant Unit.  Each Warrant Unit consists of one common share and one share purchase warrant.  Each share purchase warrant is exercisable to purchase a further common share on or before March 21, 2010 at a price of US$0.30 per share.  The fair value of the warrants has been estimated using the Black-Scholes Option Pricing Model with the following assumptions:  risk-free interest free 3.94%; volatility of 117.25%; and expected life of 2 year.  The resultant value assigned to the 4,205,000 common share purchase warrants was $468,563, which was credited to contributed surplus.



During 2007, the Company issued 333,000 units pursuant to a previous commitment to issue shares.



During 2007, the Company issued 2,890,620 units at a $0.20 per unit to settle debt in the amount of $578,124.  Each unit consists of one common share and one unit purchase warrant.  Each unit purchase warrant is exercisable to purchase a further unit ("Warrant Unit") on or before March 21, 2009, at US $0.25 per Warrant Unit.  Each Warrant Unit consists of one common share and one share purchase warrant.  Each share purchase warrant is exercisable to purchase a further common share on or before March 21, 2010 at a price of US$0.30 per share.  The fair value of the warrants has been estimated using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 3.94%; dividend yield of 0%; volatility of 117.25%; and expected life of 2 year.  The resultant value assigned to the 2,890,620 common share purchase warrants was $322,090, which was credited to contributed surplus.



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Page 11

Balaton Power Inc.
Notes to Consolidated Financial Statements





7.          Share capital (cont'd)



On March 20, 2009, 7,426,120 unit warrants expiring on March 21, 2009 were extended to May 21, 2009 and the exercise price was reduced to U.S. $0.03.  In addition, the share purchase warrants underlying the unit warrants were cancelled.  Accordingly, the exercise of each unit warrant entitles the holder to purchase one common share of the Company at U.S. $0.03 per share.



| | Warrants                            |            
| | ----------------------------------- | -----------
| |                                     |            
| | Balance, December 31, 2005          | 4,091,851  
| | Expired                             | (3,128,137)
| |                                     |            
| | Balance, December 31, 2006          | 963,714    
| | Issued in 2007                      | 7,759,120  
| | Expired                             | (1,296,714)
| |                                     |            
| | Balance, December 31, 2007 and 2008 | 7,426,120  
| |                                     |            



At December 31, 2008, the following warrants were outstanding:





|Amount    | Price | Expiry        
|--------- | ----- | --------------
|7,426,120 | $0.25 | March 21, 2009





8.          Stock-based compensation



Under the employee stock option plan, the Company may grant options to its officers, directors, employees and consultants.  Options granted under the plan have a maximum term of 5 years, with vesting terms and conditions determined by the board of directors when granted.



A summary of the status of the Company's employee stock option plan as of December 31, 2008 and 2007 and changes during the years then ended are as follows:



| |                                  |                   | 2008             |                   | 2007          
| | -------------------------------- | ----------------- | ---------------- | ----------------- | --------------
| |                                  | Weighted Average  | Weighted Average
| |                                  | Number of
options | Exercise
Price   | Number of
options | Exercise
Price
| |                                  |                   |                  |                   |               
| | Outstanding, beginning of year   | 1,800,000         | $0.38            | 1,800,000         | $0.46         
| | Expired                          | (300,000)         | 0.40             | (400,000)         | 0.50          
| | Granted                          | -                 | -                | 400,000           | 0.25          
| |                                  |                   |                  |                   |               
| | Outstanding, end of year         | 1,500,000         | 0.37             | 1,800,000         | 0.38          
| |                                  |                   |                  |                   |               
| | Options exercisable, end of year | 1,500,000         | $0.37            | 1,800,000         | $0.38         







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Page 12

Balaton Power Inc.
Notes to Consolidated Financial Statements







8.          Stock-based compensation (cont'd)



At December 31, 2008, the following employee stock options were outstanding:



| | Options
Number | Exercise
Price | Expiration
Date 
| | -------------- | -------------- | ----------------
| |                |                |                 
| | 200,000        | $0.50          | October 6, 2009 
| | 400,000        | 0.25           | August 21, 2010 
| | 300,000        | 0.40           | June 25, 2009   
| | 600,000        | 0.40           | February 5, 2009
| | 1,500,000      |                |                 







9.          Income taxes



In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future income tax assets will not be realized.  The ultimate realization of future income tax assets is dependant upon the generation of future taxable income and on the successful development of its mineral property.



A reconciliation comparing income taxes calculated at the statutory rates to the amount provided in the accompanying financial statements is as follows:





| |                                                  | 2008       | 2007         | 2006        
| | ------------------------------------------------ | ---------- | ------------ | ------------
| |                                                  |            |              |             
| | Combined federal and provincial income tax rates | 34%        | 34%          | 34%         
| |                                                  |            |              |             
| | Loss before income taxes                         | $(256,948) | $(1,147,882) | $(1,074,349)
| | Expected income tax (recovery)                   | (87,000)   | (390,000)    | (365,000)   
| | Non-deductible expenses                          | 25,000     | 17,000       | -           
| | Valuation allowance                              | 62,000     | 373,000      | 365,000     
| |                                                  |            |              |             
| | Actual income taxes                              | $       -  | $      -     | -           
| |                                                  |            |              |             



The significant components of the company's future income taxes are as follows:





| | Future income tax assets                    |             |             |            
| | ------------------------------------------- | ----------- | ----------- | -----------
| |                                             |             |             |            
| | Net operating losses carried forward        | $2,230,000  | $2,168,000  | $1,795,000 
| | Valuation allowance for future income taxes | (2,230,000) | (2,168,000) | (1,795,000)
| |                                             |             |             |            
| |                                             | $       -   | $       -   | $       -  









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Page 13

Balaton Power Inc.
Notes to Consolidated Financial Statements







9.          Income taxes (cont'd)



The company has accumulated potential tax benefits coming from losses carried forward.  The related tax benefits will be recorded when realized.  They expire as follows:



|     | Losses    
|---- | ----------
|     |           
|2012 | $439,000  
|2013 | 554,000   
|2017 | 1,417,000 
|2018 | 1,345,000 
|2019 | 1,374,000 
|2020 | 1,258,000 
|2021 | 173,000   
|     |           
|     | $6,560,000





10.        Financial instruments and risk management



The Company designated its cash and cash equivalents as held-for-trading, which are measured at fair value.  Accounts receivable and loans receivable are classified as loans and receivables, which are measured at amortized cost.  Accounts payable and long-term debt are classified as other financial liabilities.



The Company has no "other comprehensive income" during the year ended December 31, 2008.



The Company's financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk and interest risk.



Currency risk



The Company's property interests in India make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company's financial position, results of operations and cash flows.  The Company is affected by changes in exchange rates between the US Dollar, the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks.



Credit risk



The Company's cash and cash equivalents are held in Canadian and U.S. financial institutions.  The Company does not have any asset-backed commercial paper in its cash and cash equivalents.  The Company's accounts receivable consists primarily of goods and services tax due from the federal government of Canada.





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Page 14

Balaton Power Inc.
Notes to Consolidated Financial Statements







10.        Financial instruments and risk management (cont'd)



Liquidity risk



Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company manages liquidity risk through the management of its capital structure.



Accounts payable and accrued liabilities and other accounts payable are due within the current operating period.



Interest rate risk



Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.  The risk that the Company will realize a loss as a result of a decline in the fair value of the cash and cash equivalents is limited because they are generally held to maturity.



Commodity price risk



The ability of the Company to develop its mineral properties and the future profitability of the Company is directly related to the market price of aluminium.  The Company closely monitors commodity prices to determine the appropriate course of action to be taken.





11.        Capital Management



The Company's objectives when managing capital are:



i)   to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and



ii)  to ensure the entity has the capital and capacity to support a long-term growth strategy.



Our capital structure reflects the requirements of a Company focused on significant growth in a capital intensive industry.  We face lengthy development lead times, as well as risks associated with rising capital costs and timing of project completion because of the availability of resources, permits and other factors beyond our control.  Our operations are also affected by potentially significant volatility of the metals and materials cycles.



We continually assess the adequacy of our capital structure and make adjustments within the context of our strategy, the base metal mining industry, economic conditions and the risk characteristics of our assets.  To adjust or maintain our capital structure, we may enter into new credit facilities or issue new shares.



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Page 15

Balaton Power Inc.
Notes to Consolidated Financial Statements





12.        Related party transactions



Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.  Related party transactions include the following:



A shareholder of the Company advanced the Company $32,381 (2007 - the Company repaid $63,963) during the year.  The loan bears interest at 6.5% per annum.  Interest and principal are payable at maturity on June 30, 2009.



The Company had outstanding payables to related parties for services rendered totalling $268,716 (2007 - $242,609).  In 2007 there was also an outstanding payable to a former officer and director for his compensation totalling $60,000.



During the year, a related company was advanced funds in the amount of Nil (2007 - $35,799) which has been reflected as a loan receivable.



During 2007, the Company settled US$492,124 in outstanding debts to shareholders, officers and directors of the Company through the issuance of 2,460,620 units on the same terms as the units issued in the private placement.





13.        Contingent liability



Legal actions by Visa International Ltd. ("Visa") was commenced during the third quarter of 2007 against the Company's subsidiary, Continental Resources (USA) Ltd. ("CRL"), in both the Supreme Court of Calcutta and Supreme Court of India.  CRL engaged legal counsel to defend the claim made by Visa, which amounts to a claim for an interest in the Gandhamardan Bauxite project and is seeking an injunction in the Supreme Court of Calcutta against CRL from entering into agreements with others to develop the Gandhamardan Bauxite project.  An arbitrator was assigned by the Supreme Court of India to address this matter after December 31, 2008.  Also subsequent to December 31, 2008, CRL and the Company have been in discussions to settle both of these litigations.  However, no assurance can be made that this matter will be resolved in a manner on terms acceptable to CRL or that the rulings when made will be in favor of CRL.  As the outcome is not determinable, the Company has not accrued any amount for this claim.



On February 21, 2001, Ronald Brown, a former President of the Company, filed a lawsuit for wrongful termination against the Company.  On September 1, 2005, the Company entered into a settlement agreement with Mr. Brown.  The agreement entitled Mr. Brown to $100,000 (which has been paid) and 0.5% of any proceeds received by the Company or its subsidiaries from the sale, transfer or production of any raw materials from mineral properties currently being negotiated, located in India.  The maximum payout that Mr. Brown can receive is $5,000,000.



On March 29, 2004, an action was brought in the Supreme Court of British Columbia by a person associated with Balaton Power Corporation S.A.  The claim alleges that the claimant acquired 260,000 shares from Balaton Power Corporation S.A. and that the Company has an obligation to transfer the shares.  The Company believes that the claimant does not have a strong claim and intends to vigourously defend itself.  As the outcome is not determinable, the Company has not accrued any amount for this claim.



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Page 16

Balaton Power Inc.
Notes to Consolidated Financial Statements







14.        Reclassifications



Certain amounts included in the financial statements for 2007 and 2006 have been reclassified to comply with 2008 presentation.





15.        Comments for U.S. readers



Differences in the Generally Accepted Accounting Principles ("GAAP") between those utilized in Canada and those utilized in the United States create differences in the treatment of certain transactions and the disclosures contained in the financial statements.  Accordingly, disclosure of those differences and a reconciliation with United States accounting practices is appropriate for United States readers of the financial statements.



The consolidated financial statements of the Company for the years ended December 31, 2008 and 2007 have been prepared in accordance with generally accepted accounting principles as applied in Canada ("Canadian GAAP"). In the following respects, generally accepted accounting principles as applied in the United States ("U.S. GAAP") differ from those applied in Canada.



There would be no adjustments needed to arrive at net loss for the years ended December 31, 2008, 2007 and 2006 if U.S. GAAP were employed. Similarly, there would be no adjustments needed to arrive at shareholders' equity as at December 31, 2008, 2007 and 2006 if U.S. GAAP were employed.



Accounting for future (deferred) income taxes



The significant differences between U.S. GAAP and Canadian GAAP in the accounting for future income taxes relate to the treatment of proposed changes in income tax rates and terminology. Under Canadian GAAP, future income tax assets and liabilities are measured using substantively enacted tax rates and laws expected to apply when the differences between the accounting basis and tax basis of assets and liabilities reverse. Under U.S. GAAP, future income tax assets and liabilities are called deferred income tax assets and liabilities and are measured using only currently enacted tax rates and laws. As at December 31, 2008 and 2007, the difference in rate determination did not result in any adjustment from Canadian to U.S. GAAP since any deferred tax assets were not considered more likely than not to be realized and, accordingly, a full valuation allowance was recorded on such assets.