##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    April 30, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File Number
    001-33417
  
 (Exact name of registrant as
    specified in its charter)
  Delaware

22-2535818(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1590 REED ROAD
 PENNINGTON, NJ 08534
 (Address of principal executive
    offices, including zip code)
  Registrants telephone number, including area code:
    (609) 730-0400
  Securities registered or to be registered pursuant to
    Section 12(b) of the Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.001

The Nasdaq Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Part of the Form 10-K into Which IncorporatedProxy Statement for the registrants 2008 Annual Meeting of
    Stockholders

III




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##### 





OCEAN
    POWER TECHNOLOGIES, INC.
  INDEX TO
    REPORT ON
    FORM 10-K
   
  PagePART IItem 1:


Business


4Item 1A:


Risk Factors


24Item 1B:


Unresolved Staff Comments


40Item 2:


Properties


41Item 3:


Legal Proceedings


41Item 4:


Submission of Matters to Vote of Security
    Holders


41PART IIItem 5:


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


41Item 6:


Selected Financial Data


43Item 7:


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


44Item 7A:


Quantitative and Qualitative Disclosures About
    Market Risk


55Item 8:


Financial Statements and Supplementary Data


56Item 9:


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


56Item 9A:


Controls and Procedures


56Item 9B:


Other Information


57PART IIIItem 10:


Directors, Executive Officers and Corporate
    Governance


57Item 11:


Executive Compensation


57Item 12:


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


57Item 13:


Certain Relationships and Related Transactions,
    and Director Independence


57Item 14:


Principal Accountant Fees and Services


58PART IVItem 15:


Exhibits and Financial Statement Schedules


58EX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-10.26: EMPLOYMENT AGREEMENTEX-10.27: ADDENDUM TO THE AGREEMENT FOR THE ENGINEERING PROCUREMENT AND CONSTRUCTION OF A WAVE ENERGY POWER PLANTEX-10.28: LEASEEX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    ® tm tm sm
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Special
    Note Regarding Forward-Looking Statements
  Form 10-K
     3




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Overview
    ®
  
    Our utility PowerBuoy system is capable of supplying electricity
    to a local or regional electric power grid. Our wave power
    stations will be comprised of a single PowerBuoy system or an
    integrated array of PowerBuoy systems, plus the remaining
    components required to deliver electricity to a power grid. We
    intend to sell our utility PowerBuoy system to utilities and
    other electrical power producers seeking to add electricity
    generated by wave energy to their existing electricity supply.
    In July 2007, our PowerBuoy interface with the electrical
    utility power grid was certified as compliant with international
    standards. An independent laboratory provided testing and
    evaluation services to certify that the OPT systems comply with
    designated national and international standards. The PowerBuoy
    grid interface will bear the Electrical Testing Laboratories
    (ETL) listing mark, and can be connected to the utility grid.
    Our autonomous PowerBuoy system is designed to generate power
    for use independent of the power grid in remote locations. There
    are a variety of potential applications for this system,
    including sonar and radar surveillance, tsunami warning,
    oceanographic data collection, offshore platforms and offshore
    aquaculture.    100-year
 4




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
    Iberdrola S.A., or Iberdrola, which is a large electric utility
    company located in Spain and one of the largest renewable energy
    producers in the world, Total S.A., or Total, which is one of
    the worlds largest oil and gas companies, and two Spanish
    governmental agencies, for the first phase of the construction
    of a 1.39 megawatt, or MW, wave power station off the coast of
    Santoña, Spain. The initial 40kW PowerBuoy for this project
    is fully fabricated, is now undergoing final
    on-land
    endurance testing, and is expected to be ready for deployment in
    August 2008.
    Total and Iberdrola, to evaluate the development of a wave power
    station off the coast of France.
    The United States Navy, to develop and build wave power systems
    at the US Marine Corps Base in Hawaii. One PowerBuoy system was
    installed in connection with this project for a total of eight
    months over a two-year period and another PowerBuoy system was
    deployed and tested during June 2007. A third PowerBuoy system
    is ready for deployment.
    The Scottish Government, to develop a 150kW PowerBuoy for
    deployment at the Orkney Islands European Marine Energy Center.
    This project is in progress, and the PowerBuoy is expected to be
    ready for deployment in 2009.
    Pacific Northwest Generating Cooperative (PNGC Power), who is
    providing funding toward the fabrication and ocean installation
    of a 150kW PowerBuoy near Reedsport, Oregon. This project is in
    progress, and the PowerBuoy is expected to be ready for
    deployment in 2009.
    The United States Navy, to provide PowerBuoy technology to a
    unique program for ocean data gathering. Under this program, the
    Navy will conduct an ocean test of our autonomous PowerBuoy as
    the power source for the Navys Deep Water Acoustic
    Detection System. The PowerBuoy is expected to be ready for
    deployment by the end of 2008.       5




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(609) 730-0400. www.oceanpowertechnologies.com. Form 10-K, Form 10-Q, Form 8-K
  Our
    Market
      
    Rising cost of fossil fuels.  The cost of
    fossil fuel used to generate electricity has been rising. From
    2000 to 2005 in the United States, the cost of coal used for
    electricity generation increased by 28%, the cost of natural gas
    used for electricity generation increased by 91% and the cost of
    oil used for electricity generation increased by 64%.
    Dependence on energy from foreign
    sources.  Many countries, including the United
    States, Japan and much of Europe, depend on foreign resources
    for a majority of their domestic energy needs. Concerns over
    political and economic instability in some of the leading energy
    producing regions of the world are encouraging consuming
    countries to diversify their sources of energy.
    Environmental concerns.  Environmental concerns
    regarding the by-products of fossil fuels have led many
    countries and several US states to agree to reduce emissions of
    carbon dioxide and other gases associated with the use of fossil
    fuels and to adopt policies promoting the development of cleaner
    technologies.
    Government incentives.  Many countries have
    adopted policies to provide incentives for the development and
    use of renewable energy sources, such as subsidies to encourage
    the commercialization of renewable energy power generation. 6




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
    Infrastructure constraints.  In many parts of
    the world, the existing electricity infrastructure is
    insufficient to meet projected, and in some places existing,
    demand. Expansion of generating capacity from existing energy
    sources is frequently hindered by significant regulatory,
    political and economic constraints.    Wave
    Energy
      
    Scalability within a small site area.  Due to
    the tremendous energy in ocean waves, wave power stations with
    high capacity  50MW and above  can be
    installed in a relatively small area. We estimate that, upon
    completion of the development of our 500kW PowerBuoy system, we
    would be able to construct a wave power station that would
    occupy approximately one-tenth of the ocean surface occupied by
    an offshore wind power station of equivalent capacity.
    Predictability.  The supply of electricity from
    wave energy can be forecasted in advance. The amount of energy a
    wave thousands of miles away will have when it arrives at a wave
    power station days later can be calculated based on satellite
    images and meteorological data with a high degree of accuracy.
    Customers can use this information to develop sourcing plans to
    meet their short-term electricity needs.
    Constant source of energy.  The annual flow of
    waves at specific sites can be relatively constant. Based on our
    studies and analysis of our target sites, we believe our wave
    power stations will be able to produce usable electricity for
    approximately 90% of all hours during a year.    Our
    Competitive Advantages
    Our PowerBuoy system uses an ocean-tested technology to
    generate electricity.
  
    We have been conducting ocean tests for over a decade in order
    to demonstrate the viability of our technology. We initiated our
    first ocean installation in 1997 and have had several
    deployments of our 7




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systems for testing and operation since then, the longest of
    which has had continuous operation of 12 months. Our
    PowerBuoy systems have survived several hurricanes and winter
    storms while installed in the ocean.  
    We had an operational demonstration PowerBuoy system off the
    coast of New Jersey from October 2005 until October 2006 when
    the system was removed from the ocean for planned maintenance
    and diagnostic testing. The system was redeployed off the coast
    of New Jersey in September 2007. We currently plan to build and
    deploy two additional demonstration wave power stations that,
    unlike the PowerBuoy system in New Jersey, will provide
    electricity to the local power grids. In February 2006, we
    received approval from the SWRDA to install a demonstration wave
    power station off the coast of Cornwall, England and in February
    2007, FERC granted us a preliminary permit to evaluate the
    feasibility of a wave power station off the coast of Reedsport,
    Oregon, a portion of which will be for demonstration purposes.
    During fiscal 2008, we filed a Pre-Application Document and
    Notice of Intent with FERC for the Reedsport project. This
    provided notice of our intent to seek a license for the
    Reedsport Wave Park and information regarding the project.  Our PowerBuoy systems grid connection has been
    certified.
  
    In July 2007, we announced that our PowerBuoy grid connection
    system had been certified as compliant with designated national
    and international standards. This qualifies our technology for
    integration into utility grid systems.  Our PowerBuoy system is efficient in harnessing wave
    energy.
  
    Our PowerBuoy system is designed to efficiently convert wave
    energy into electricity by using onboard sensors to detect
    actual wave conditions and then to automatically adjust the
    performance of the generator using our proprietary electrical
    and electronics-based control systems in response to that
    information.
    One measure of the efficiency of an electric power generation
    system is load factor. The load factor is the percent of
    kilowatt hours produced by a system in a given period as
    compared to the maximum kilowatt hours that could be produced by
    the system in that period. A high load factor indicates a high
    degree of utilization of the capacity of the system and provides
    a means to compare the efficiencies of different energy sources
    to produce equivalent power outputs (without taking into account
    the relative costs of constructing such systems). Since we have
    not yet operated a complete wave power station, we do not have a
    measured load factor. However, based on our research and
    analysis, we believe the load factor for a PowerBuoy wave power
    station located at most of our targeted sites would be in the
    range of 30% to 45%.  Our PowerBuoy system takes advantage of time-tested and
    well-known technology.
  
    Our PowerBuoy system is designed to combine features of
    ocean-going buoys with advanced electrical and electronics-based
    systems. Since standard ocean-going buoys have been deployed in
    maritime applications for decades, their survival and risk
    profiles are known and proven. By using electrical, rather than
    mechanical, engineering solutions whenever possible, we are able
    to control materials, construction and other capital costs while
    maintaining reliability.
    Our PowerBuoy system can be built using easily sourced
    components supplied by third parties. Due to the PowerBuoy
    systems modular design, total construction time is
    minimized as multiple components can be built simultaneously,
    and generating capacity can be scaled up or down by
    incrementally adding or subtracting groups of PowerBuoy units.
    In addition, our PowerBuoy system can be deployed using common
    maritime techniques.  Numerous potential sites for our wave power stations are
    located near major population centers worldwide.
  
    Our systems are designed to work in sites with average annual
    wave energy of at least 20kW per meter of wave front, which can
    be found in many coastal locations around the world. In
    particular, we are targeting coastal North America, the west
    coast of Europe, the coasts of Australia and the east coast of
    Japan. These potential sites not only have appropriate natural
    resources for harnessing wave energy, but they are also located
    near large population centers with significant and increasing
    electricity requirements. 8




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We have significant commercial relationships.
  
    Our current projects with Iberdrola, Total and PNGC Power
    provide us with an initial opportunity to sell our wave power
    stations to utilities. By collaborating with leaders in
    renewable energy development, we believe we are able to
    accelerate both our in-house knowledge of the utility power
    generation market and our reputation as a credible renewable
    energy equipment supplier. If these projects are successful, we
    intend to leverage our experiences with our Spain and France
    projects to add wave power stations, new customers and
    complementary revenue streams from operations and maintenance
    contracts similar to the agreement we have in connection with
    the Spain project.
    With the funding from the US Navy, we have been able to refine
    our PowerBuoy system while simultaneously preparing for
    commercial deployment to address a particular customer need. We
    believe that the successful deployment of our PowerBuoy systems
    for the US Navy will significantly enhance market visibility.  Our PowerBuoy system has the potential to offer a cost
    competitive renewable energy power generation solution.
  
    Our product development and engineering efforts are focused on
    increasing the maximum rated output of the design of our utility
    PowerBuoy system from the current 40kW. We expect to complete
    the design for our 150kW PowerBuoy by the end of 2008, and for
    our 500kW PowerBuoy by the end of 2010. Assuming we are able to
    reach manufacturing levels of at least 300 units of 500kW
    PowerBuoy systems per year, we believe, based upon our research
    and analysis, that the economies of scale we would have with our
    fabricators would allow us to offer a renewable electricity
    solution that competes with other existing renewables in key
    markets. We expect to complete development of our 500kW
    PowerBuoy system in 2010.
    Prior to achieving full production levels of the 500kW PowerBuoy
    system, if we achieve economies of scale for our 150kW PowerBuoy
    systems, we expect to be able to offer a renewable electricity
    solution that competes with the price of electricity from
    traditional sources in certain local markets where the current
    retail price of electricity is relatively high or where
    sufficient subsidies are available.  Our systems are environmentally benign and aesthetically
    non-intrusive.
  
    We believe that our PowerBuoy system does not present
    significant risks to marine life and does not emit significant
    levels of pollutants. In connection with our project at the US
    Marine Corps Base in Hawaii, our customer, the US Navy, obtained
    an independent environmental assessment of our PowerBuoy system
    prior to installation, as required by the National Environmental
    Policy Act. Although our project for the US Navy only
    contemplates an array of up to six PowerBuoy systems in Hawaii,
    we believe that PowerBuoy systems deployed in other geographic
    locations, including larger PowerBuoy systems under development
    and multiple-system wave power stations, would have minimal
    environmental impact due to the physical similarities with the
    tested system.
    Since our PowerBuoy systems are typically located one to five
    miles offshore, PowerBuoy wave power stations are usually not
    visible from the shore. Visual impact is often cited as one of
    the reasons that many communities have opposed plans to develop
    power stations, in particular wind power stations. Our PowerBuoy
    system has the distinct advantage of having only a minimal
    visual profile. Only a small portion of the unit is visible at
    close range, with the bulk of the unit hidden below the water.  Our
    Business Strategy
    
    Concentrate sales and marketing efforts on four geographic
    markets.  We are focusing our sales and marketing
    efforts over the next three years on coastal North America, the
    west coast of Europe, the coasts of Australia and the east coast
    of Japan. We believe that each of these areas represents a
    strong potential market for our PowerBuoy wave power stations
    because they combine appropriate wave conditions, political and 9




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economic stability, large population centers, high levels of
    industrialization and significant and increasing electricity
    requirements.  
    Continue to increase PowerBuoy system
    output.  Our product development and engineering
    efforts are focused on increasing the output of the design of
    our PowerBuoy systems from 40kW to 500kW. We expect to complete
    the design for our 150kW PowerBuoy by the end of 2008, and for
    our 500kW PowerBuoy by the end of 2010. The key to increasing
    the rated output of the PowerBuoy system is to increase the
    systems efficiency as well as its diameter. If we increase
    the size of a PowerBuoy system, we will be able to increase the
    amount of wave energy the system can capture and, in turn,
    increase the output of the system. For example, if we double the
    size of the units diameter, we will approximately
    quadruple its power capacity. We believe that by increasing
    system output, we will be able to decrease the cost per kW of
    our PowerBuoy system and the cost per kilowatt hour of the
    energy generated.
    Construct demonstration wave power stations to encourage
    market adoption of our wave power stations.  Our
    demonstration wave power stations are intended to allow us to
    prove the viability of our PowerBuoy systems in a particular
    region. By enabling customers to experience our technology
    first-hand, we believe we will be able to facilitate our entry
    into our target markets. In addition, demonstration wave power
    stations provide us with the opportunity to test and refine our
    technology in actual operating conditions. In February 2006, we
    were approved by SWRDA to install a 5MW demonstration wave power
    station off the coast of Cornwall, England. In February 2007,
    FERC granted us a preliminary permit to evaluate the feasibility
    of a location off the coast of Reedsport, Oregon for the
    proposed construction and operation of a wave power station with
    a maximum rated output of 50MW, of which up to the first 2MW
    will be a demonstration wave power station utilizing our 150kW
    PowerBuoy systems. In July 2007, we filed with FERC for the
    Reedsport project what we believe to be the first
    Pre-Application Document and Notice of Intent filed by a wave
    power company. This filing provided notice to FERC of our intent
    to seek a license for the Reedsport wave park, and provided
    information regarding the project. The Cornwall and Reedsport
    power stations will, if approved and constructed as planned, be
    connected to local power grids.
    Leverage customer relationships to enhance the commercial
    acceptance of our utility PowerBuoy system.We
    currently have commercial relationships with Iberdrola and Total
    for two projects. We are in the first phase of the construction
    of a 1.39MW wave power station off the coast of Santoña,
    Spain, under which a 40kW PowerBuoy is now undergoing final
    on-land
    endurance testing, and is expected to be ready for deployment in
    August 2008. We, along with affiliates of Iberdrola and Total,
    are currently assessing the viability of a 2 to 5MW power
    station off the coast of France. We believe that our projects at
    the US Marine Corps Base in Oahu, Hawaii will serve as a
    prototype wave power station for the installation of wave power
    stations at other US Navy bases. Our relationship with PNGC
    Power regarding our Reedsport, Oregon project, is the first such
    utility relationship on the west coast of the United States. We
    intend to build on these existing commercial relationships both
    by expanding the number and size of projects we have with our
    current customers and by entering into new alliances and
    commercial relationships with other utilities and independent
    power producers.
    Expand revenue streams from our autonomous PowerBuoy
    system.The autonomous PowerBuoy system addresses
    specific power generation needs of customers requiring off-grid
    electricity generation in remote locations in the open ocean.
    Since our PowerBuoy systems are well suited for many of these
    uses, we do not expect that they will require subsidies or other
    price incentives for commercial acceptance. This equipment might
    be used for powering sonar and radar surveillance, tsunami
    warning, oceanographic data collection, offshore platforms and
    offshore aquaculture. We have entered into a contract with the
    US Navy for the testing of our autonomous PowerBuoy in
    connection with a unique program for ocean data gathering. We
    believe that successful testing of our autonomous PowerBuoy
    System under this contract may result in additional revenues
    from the US Navy and other prospective customers.
    Maximize revenue opportunities with existing
    customers.In January 2007, we entered into an
    agreement under which we are responsible for the monitoring,
    operation and maintenance of the 40kW PowerBuoy system and the
    ocean-based substation and infrastructure to be manufactured and
    deployed in connection with the first phase of the Spain
    project. This agreement will become effective subsequent to
    buoy 10




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deployment. Under this agreement, we will be paid a fixed fee
    for scheduled maintenance, ongoing operations and other routine
    services, and fees to be negotiated for unscheduled repairs. We
    plan to pursue similar operations and maintenance contracts with
    future customers, including for our France project, in order to
    provide us with ongoing revenue streams.  Our
    Products
      PICTURE

PICTURE       wave-by-wave
     11




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Utility
    PowerBuoy System
          Status of
    Utility PowerBuoy Systems
    100-year
    on-land
 12




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mark-up
        
     13




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Pre-Application
      Autonomous
    PowerBuoy System
      Status of
    Autonomous PowerBuoy Systems
    18-month
  Marketing
    and Sales
     14




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Utility
    PowerBuoy System Marketing
    Subsidies
    and Incentives
      Demonstration
    Wave Power Stations
       15




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Autonomous
    PowerBuoy System Marketing
    Customers
    Fiscal


Fiscal


FiscalCustomer

2006


2007


2008US Navy


61
%


54
%


58
%New Jersey Board of Public Utilities


5
%






Iberdrola and Total


9
%


35
%


31
%Lockheed Martin


22
%






Scottish Government






4
%


10
%       Spain
    Project
     16




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mark-up on-land
    PICTURE

PICTURE     France
    Project
   17




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US
    Navy
    18-month
  Backlog
      Manufacturing
    and Deployment
  Manufacturing
    and Raw Materials
     18




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project-by-project
    Deployment
        Research
    and Development
     19




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100-year on-site.
        Intellectual
    Property
        
    system design; 20




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
    control systems;
    power conversion;
    anchoring and mooring; and
    wave farm architecture.    ® tm tm sm
  Competition
           21




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Government
    Regulation
        Sale
    and Transmission of Electricity
      Site
    Approval
   22




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Environmental
    Approval and Compliance
      Subsidies
    and Incentives
        kilowatt-hour
 23




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Employees
      Product
    Insurance
    ITEM 1A.
    RISK
    FACTORS    Risks
    Relating to Our Business
  We
    have a history of operating losses and may never achieve or
    maintain profitability.
   24




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mark-up
    Wave
    energy technology may not gain broad commercial acceptance, and
    therefore our revenues may not increase, and we may be unable to
    achieve and then sustain profitability.
    
    performance, reliability and cost-effectiveness of wave energy
    technology compared to conventional and other renewable energy
    sources and products;
    developments relating to other renewable energy generation
    technologies;
    fluctuations in economic and market conditions that affect the
    cost or viability of conventional and renewable energy sources,
    such as increases or decreases in the prices of oil and other
    fossil fuels;
    overall growth in the renewable energy equipment market;
    availability and terms of government subsidies and incentives to
    support the development of renewable energy sources, including
    wave energy;
    fluctuations in capital expenditures by utilities and
    independent power producers, which tend to decrease when the
    economy slows and interest rates increase; and
    the development of new and profitable applications requiring the
    type of remote electric power provided by our autonomous wave
    energy systems.   25




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If
    sufficient demand for our PowerBuoy systems does not develop or
    takes longer to develop than we anticipate, our revenues may
    decline, and we may be unable to achieve and then sustain
    profitability.
        The
    reduction or elimination of government subsidies and economic
    incentives for renewable energy sources could prevent demand for
    our PowerBuoy systems from developing, which in turn would
    adversely affect our business, financial condition and results
    of operations.
       26




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Our
    product development costs have been steadily increasing and are
    likely to increase significantly over the next several
    years.
    We
    have invested, and will continue to invest, funds to construct
    demonstration wave power stations that may generate little or no
    direct revenue.
    Our
    PowerBuoy systems do not have a sufficient operating history to
    confirm how they will perform over their estimated
    30-year
    useful life.
  30-year
  Our
    future success depends on our ability to increase the maximum
    rated power output of our utility PowerBuoy system. If we are
    unable to increase the maximum rated output of our utility
    PowerBuoy system, the commercial prospects for our utility
    PowerBuoy system would be adversely affected.
  100-year
 27




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If we
    do not reach full commercial scale, we may not be able to offer
    a cost competitive power station and the commercial prospects of
    our utility PowerBuoy system would be adversely
    affected.
    We
    have not yet deployed a wave power station consisting of an
    array of two or more PowerBuoy systems. If we are unable to
    deploy a multiple-system wave power station, our revenues may
    not increase, and we may be unable to achieve and then maintain
    profitability.
        If we
    are unable to deploy larger PowerBuoy systems cost effectively
    and without damage to the systems, we may be unable to compete
    effectively.
    If we
    are not successful in completing the development of wave power
    stations in Spain or France, it would materially harm our
    business, financial condition and results of
    operations.
   28




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mark-up.
  30-day 30-day
      If we
    are unable to successfully negotiate and enter into operations
    and maintenance contracts with our customers on terms that are
    acceptable to us, our ability to diversify our revenue stream
    will be impaired.
   29




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If we
    are unable to fulfill our obligations under our current
    operations and maintenance contract in a cost effective manner,
    our financial condition and results of operations could be
    adversely affected.
    Our
    inability to effectively manage our growth could adversely
    affect our business and operations.
      Problems
    with the quality or performance of our PowerBuoy systems could
    adversely affect our business, financial condition and results
    of operations.
     30




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We
    currently depend on a limited number of customers for
    substantially all of our revenues. The loss of, or a significant
    reduction in revenues from, any of these customers could
    significantly reduce our revenues and harm our operating
    results.
        Our
    relationships with our alliance partners may not be successful
    and we may not be successful in establishing additional
    relationships, which could adversely affect our ability to
    commercialize our products and services.
    Our
    investments in joint ventures could be adversely affected by our
    lack of sole decision-making authority, our reliance on a
    co-venturers financial condition and disputes between us
    and our co-venturers.
  and/or
 31




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Our
    targeted markets are highly competitive. We compete with other
    renewable energy companies and may have to compete with larger
    companies that enter into the renewable energy business. If we
    are unable to compete effectively, we may be unable to increase
    our revenues and achieve or maintain
    profitability.
        We
    have limited manufacturing experience. If we are unable to
    increase our manufacturing capacity in a cost-effective manner,
    our business will be materially harmed.
      Failure
    by third parties to supply or manufacture components of our
    products or to deploy our systems timely or properly could
    adversely affect our business, financial condition and results
    of operations.
       32




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##### Table of Contents



Business
    activities conducted by our third-party contractors and us
    involve the use of hazardous materials, which require compliance
    with environmental and occupational safety laws regulating the
    use of such materials. If we violate these laws, we could be
    subject to significant fines, liabilities or other adverse
    consequences.
      If we
    become ineligible for or are otherwise unable to replace any
    contract with the US federal government that is not extended or
    is terminated, our business, financial condition and results of
    operations will be adversely affected.
      The
    loss of federal funding designed to promote innovative research
    by small businesses may adversely affect our research and
    development costs and revenues.
     33




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##### Table of Contents



We
    market and sell, and plan to market and sell, our products in
    numerous international markets. If we are unable to manage our
    international operations effectively, our business, financial
    condition and results of operations could be adversely
    affected.
    
    changes in general economic and political conditions in the
    countries in which we operate;
    unexpected adverse changes in foreign laws or regulatory
    requirements, including those with respect to renewable energy,
    environmental protection, permitting, export duties and quotas;
    trade barriers such as export requirements, tariffs, taxes and
    other restrictions and expenses, which could increase the prices
    of our PowerBuoy systems and make us less competitive in some
    countries;
    fluctuations in exchange rates may affect demand for our
    PowerBuoy systems and may adversely affect our profitability in
    US dollars to the extent the price of our PowerBuoy systems and
    cost of raw materials and labor are denominated in a foreign
    currency;
    difficulty with staffing and managing widespread operations;
    difficulty of, and costs relating to compliance with, the
    different commercial and legal requirements of the overseas
    markets in which we offer and sell our PowerBuoy systems;
    inability to obtain, maintain or enforce intellectual property
    rights; and
    difficulty in enforcing agreements in foreign legal systems.    We may
    not be able to raise sufficient capital to grow our
    business.
    Our
    financial results may fluctuate from quarter to quarter, which
    may make it difficult to predict our future
    performance.
   34




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##### Table of Contents




    delays in permitting or acquiring necessary regulatory consents;
    delays in the timing of contract awards and determinations of
    work scope;
    delays in funding for or deployment of wave energy projects;
    changes in cost estimates relating to wave energy project
    completion, which under percentage of completion accounting
    principles could lead to significant fluctuations in revenue or
    to changes in the timing of our recognition of revenue from
    those projects;
    delays in meeting specified contractual milestones or other
    performance criteria under project contracts or in completing
    project contracts that could delay the recognition of revenue
    that would otherwise be earned;
    reductions in the availability or level of subsidies and
    incentives for renewable energy sources;
    decisions made by parties with whom we have commercial
    relationships not to proceed with anticipated projects;
    increases in the length of our sales cycle; and
    reductions in the efficiency of our manufacturing processes.  Currency
    translation and transaction risk may adversely affect our
    business, financial condition and results of
    operations.
    Existing
    regulations and policies and changes to these or new regulations
    and policies may present technical, regulatory and economic
    barriers to the use of wave energy technology, which may
    significantly reduce demand for our PowerBuoy
    systems.
   35




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##### Table of Contents



If we
    are unable to obtain all necessary regulatory permits and
    approvals, we will not be able to implement our planned
    projects.
      We
    face hurricane- and storm-related risks and other risks typical
    of a marine environment which could adversely affect our
    business, financial condition and results of
    operations.
    Since
    our PowerBuoy systems can only be deployed in certain geographic
    locations, our ability to grow our business could be adversely
    affected.
    If we
    are unable to attract and retain management and other qualified
    personnel, we may not be able to achieve our business
    objectives.
   36




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Any
    acquisitions that we make or joint venture agreements that we
    enter into, or any failure to identify appropriate acquisition
    or joint venture candidates, could adversely affect our
    business, financial condition and results of
    operations.
      In the
    event we are unable to satisfy regulatory requirements relating
    to internal control over financial reporting, or if our internal
    controls are not effective, our business and financial results
    may suffer.
   37




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##### Table of Contents



Risks
    Related to Intellectual Property
  If we
    are unable to obtain or maintain intellectual property rights
    relating to our technology and products, the commercial value of
    our technology and products may be adversely affected, which
    could in turn adversely affect our business, financial condition
    and results of operations.
    Our
    contracts with the government could negatively affect our
    intellectual property rights, and our ability to commercialize
    our products could be impaired.
      If we
    are unable to protect the confidentiality of our proprietary
    information and know-how, the value of our technology and
    products could be adversely affected, which could in turn
    adversely affect our business, financial condition and results
    of operations.
   38




---



##### Table of Contents



If we
    infringe or are alleged to infringe intellectual property rights
    of third parties, our business, financial condition and results
    of operations could be adversely affected.
        Risks
    Related to our Common Stock
  Provisions
    in our corporate charter documents and under Delaware law may
    delay or prevent attempts by our stockholders to change our
    management and hinder efforts to acquire a controlling interest
    in us.
    
    advance notice requirements for stockholder proposals and
    nominations;
    the inability of stockholders to act by written consent or to
    call special meetings; and
    the ability of our board of directors to designate the terms of
    and issue new series of preferred stock without stockholder
    approval, which could be used to institute a poison
    pill that would work to dilute the stock ownership of a
    potential hostile acquirer, effectively preventing acquisitions
    that have not been approved by our board of directors.     39




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##### Table of Contents



We
    have never paid cash dividends on our common stock, and we do
    not anticipate paying any cash dividends in the foreseeable
    future.
    Our
    stock price is likely to be volatile, and purchasers of our
    common stock could incur substantial losses.
    
    the success of competitive products or technologies;
    regulatory developments in the United States and foreign
    countries;
    developments or disputes concerning patents or other proprietary
    rights;
    the recruitment or departure of key personnel;
    quarterly or annual variations in our financial results or those
    of companies that are perceived to be similar to us;
    market conditions in the conventional and renewable energy
    industries and issuance of new or changed securities
    analysts reports or recommendations;
    the failure of securities analysts to cover our common stock or
    changes in financial estimates by analysts;
    the inability to meet the financial estimates of analysts who
    follow our common stock;
    investor perception of our company and of the renewable energy
    industry; and
    general economic, political and market conditions.  Provisions
    in our bylaws will require disclosure of information by
    shareholders that would not otherwise be required to be
    disclosed under applicable US state or US federal
    laws.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   40




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##### Table of Contents



ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Stock
    Price Information and Stockholders
      Nasdaq Global MarketHigh


LowYear Ended April 30, 2008First quarter

$
17.85


$
13.87Second quarter

$
15.82


$
11.74Third quarter

$
18.26


$
11.50Fourth quarter

$
14.14


$
9.73Year Ended April 30, 2007Fourth quarter

$
20.00


$
14.25    41




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##### Table of Contents



AIM MarketHigh


LowYear Ended April 30, 2008First quarter


£8.85



£7.00Second quarter


£8.15



£5.80Third quarter


£8.45



£5.83Fourth quarter


£6.95



£4.90Year Ended April 30, 2007First quarter


£10.00



£6.60Second quarter


£8.90



£6.15Third quarter


£9.05



£5.35Fourth quarter


£12.35



£8.05   Dividend
    Policy
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Use of
    Proceeds
  Form S-1 No. 333-138595),
   42




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Fiscal Years Ended April 30,2004


2005


2006


2007


2008Consolidated Statement of Operations Data:Revenues

$
4,713,202


$
5,365,235


$
1,747,715


$
2,531,315


$
4,772,017Cost of revenues


4,319,850



5,170,521



2,059,318



3,983,742



7,960,042Gross profit (loss)


393,352



194,714



(311,603
)


(1,452,427
)


(3,188,025
)Operating expenses:Product development costs


255,958



904,618



4,224,997



6,219,893



8,255,123Selling, general and administrative costs


1,745,955



2,553,911



3,190,687



4,893,580



7,732,577Total operating expenses


2,001,913



3,458,529



7,415,684



11,113,473



15,987,700Operating loss


(1,608,561
)


(3,263,815
)


(7,727,287
)


(12,565,900
)


(19,175,725
)Other income (expense):Interest income, net


555,717



1,297,156



1,408,361



1,389,702



4,434,844Other income (expense)


(3,500,096
)(1)


1,545



74,294



13,906



Foreign exchange gain (loss)


1,585,345



1,507,145



(978,242
)


1,523,527



84,158Loss before incomes taxes


(2,967,595
)


(457,969
)


(7,222,874
)


(9,638,765
)


(14,656,723
)Income tax benefit


118,119



29,335



143,963







Net loss

$
(2,849,476
)

$
(428,634
)

$
(7,078,911
)

$
(9,638,765
)

$
(14,656,723
)Basic and diluted net loss per share

$
(0.71
)

$
(0.08
)

$
(1.37
)

$
(1.83
)

$
(1.44
)Basic and diluted weighted average shares outstanding


4,037,501



5,135,550



5,162,340



5,260,794



10,200,729   As of April 30,2004


2005


2006


2007


2008Consolidated Balance Sheet Data:Cash, cash equivalents and certificates of deposit

$
39,565,574
(2)

$
38,787,176


$
32,439,365


$
115,895,619
(3)

$
88,836,304Working capital


38,422,395



37,903,207



30,886,029



111,187,195



85,870,307Long-term investments


















12,233,437Total assets


40,747,479



41,596,387



33,996,138



119,711,546



107,550,965Long-term debt, net of current portion


250,000



245,844



233,959



231,585



188,784Accumulated deficit


(21,124,608
)


(21,553,242
)


(28,632,153
)


(38,270,918
)


(52,927,641
)Total stockholders equity


37,853,246



37,836,531



31,066,704



112,541,209



100,098,609     (1)
    
    Other expense in fiscal 2004 resulted from a one time charge
    incurred at the time of our stock offering on the AIM market in
    October 2003 relating to a 1999 agreement between us and Tyco
    Electronics Corp.(2)
    
    On October 31, 2003, we completed our offering on the AIM
    market resulting in net proceeds to us of $38.3 million. 43




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##### Table of Contents



(3)
    
    On April 30, 2007, we completed our initial public offering
    in the United States resulting in net proceeds to us of
    $89.9 million.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  You should read the following discussion and analysis of our
    financial condition and results of operations together with our
    consolidated financial statements and the related notes and
    other financial information included elsewhere in this Annual
    Report. Some of the information contained in this discussion and
    analysis or set forth elsewhere in this Annual Report, including
    information with respect to our plans and strategy for our
    business and related financing, includes forward-looking
    statements that involve risks and uncertainties. You should
    review the Risk Factors section of this Annual
    Report for a discussion of important factors that could cause
    actual results to differ materially from the results described
    in or implied by the forward-looking statements contained in the
    following discussion and analysis.
  Overview
       44




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18-month
    Financial
    Operations Overview
    Revenues
    mark-up
     45




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Percentage of RevenuesYear Ended


Year Ended


Year EndedApril 30,


April 30,


April 30,Customer Location

2006


2007


2008United States


91
%


59
%


59
%Europe


9



39



41Australia






2



Total


100
%


100
%


100
%   Cost
    of revenues
      Product
    development costs
  17-year
      Selling,
    general and administrative costs
   46




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Interest
    income, net
    Foreign
    exchange gain (loss)
          Income
    tax benefit
   47




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Results
    of Operations
  Fiscal
    Years Ended April 30, 2007 and 2008
    Fiscal Year Ended


Fiscal Year EndedApril 30, 2007


April 30, 2008


Change 2008 PeriodAs a % of





As a % of


to 2007 PeriodAmount


Revenues


Amount


Revenues


$ Change


% ChangeRevenues

$
2,531,315



100
%

$
4,772,017



100
%

$
2,240,702



89
%Cost of revenues


3,983,742



157



7,960,042



167



3,976,300



100Gross loss


(1,452,427
)


(57
)


(3,188,025
)


(67
)


(1,735,598
)


119Operating expenses:Product development costs


6,219,893



246



8,255,123



173



2,035,230



33Selling, general and administrative costs


4,893,580



193



7,732,577



162



2,838,997



58Total operating expenses


11,113,473



439



15,987,700



335



4,874,227



44Operating loss


(12,565,900
)


(496
)


(19,175,725
)


(402
)


(6,609,825
)


53Interest income


1,389,702



55



4,434,844



93



3,045,142



219Other income


13,906



1











(13,906
)


(100
)Foreign exchange gain


1,523,527



60



84,158



2



(1,439,369
)


(94
)Loss before income taxes


(9,638,765
)


(380
)


(14,656,723
)


(307
)


(5,017,958
)


52Income tax benefit






















Net loss

$
(9,638,765
)


(380
)%

$
(14,656,723
)


(307
)%

$
(5,017,958
)


52
%   Revenues
    
    Revenues relating to our utility PowerBuoy system increased by
    $1.3 million due to an increase in on-going work on our
    Hawaii project for the US Navy, work on the first phase of
    construction of a 1.39MW wave power station off the coast of
    Spain and work on the design, manufacture and installation of an
    OPT wave power station consisting of a single 150kW PowerBuoy
    device in Orkney, Scotland.
    Revenues relating to our autonomous PowerBuoy system increased
    by $0.9 million as a result of work on our
    $1.7 million contract with the US Navy to provide our
    PowerBuoy technology to a program for data gathering in the
    ocean. 48




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Cost of
    revenues
    Product
    development costs
    Selling,
    general and administrative costs
    Interest
    income
    Foreign
    exchange gain
   49




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##### Table of Contents



Fiscal
    Years Ended April 30, 2006 and 2007
    Fiscal Year Ended


Fiscal Year EndedApril 30, 2006


April 30, 2007


Change 2007 PeriodAs a % of





As a % of


to 2006 PeriodAmount


Revenues


Amount


Revenues


$ Change


% ChangeRevenues

$
1,747,715



100
%

$
2,531,315



100
%

$
783,600



45
%Cost of revenues


2,059,318



117



3,983,742



157



1,924,424



93Gross loss


(311,603
)


(18
)


(1,452,427
)


(57
)


(1,140,824
)


366Operating expenses:Product development costs


4,224,997



242



6,219,893



246



1,994,896



47Selling, general and administrative costs


3,190,687



183



4,893,580



193



1,702,893



53Total operating expenses


7,415,684



425



11,113,473



439



3,697,789



50Operating loss


(7,727,287
)


(442
)


(12,565,900
)


(496
)


(4,838,613
)


63Interest income, net


1,408,361



81



1,389,702



55



(18,659
)


(1
)Other income


74,294



4



13,906



1



(60,388
)


(81
)Foreign exchange (loss) gain


(978,242
)


(56
)


1,523,527



60



2,501,769



256Loss before income taxes


(7,222,874
)


(413
)


(9,638,765
)


(380
)


(2,415,891
)


33Income tax benefit


143,963



8











(143,963
)


(100
)Net loss

$
(7,078,911
)


(405
)%

$
(9,638,765
)


(380
)%

$
(2,559,854
)


36
%   Revenues
    
    Revenues relating to our utility PowerBuoy system increased by
    $1.1 million due to work that commenced on the first phase
    of construction of a 1.39MW wave power station off the coast of
    Spain, increased revenues relating to our US Navy project in
    Hawaii from a higher activity level, and work that commenced on
    the design, manufacture and installation of an OPT wave power
    station consisting of a single 150kW PowerBuoy device in Orkney,
    Scotland.
    Revenues relating to our autonomous PowerBuoy system decreased
    by $0.3 million primarily as a result of the completion of
    a development and construction contract with Lockheed Martin in
    the fiscal year ended April 30, 2006.  Cost of
    revenues
  Share-Based
    Payment
 50




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##### Table of Contents



Product
    development costs
    Selling,
    general and administrative costs
    Interest
    income, net
    Foreign
    exchange (loss) gain
    Income
    tax benefit
    Liquidity
    and Capital Resources
       51




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##### Table of Contents




    the cost of development efforts for our PowerBuoy systems;
    the success of our commercial relationships with Iberdrola,
    Total and the US Navy;
    the cost of manufacturing activities;
    the cost of commercialization activities, including
    demonstration projects, product marketing and sales;
    our ability to establish and maintain additional commercial
    relationships;
    the implementation of our expansion plans, including the hiring
    of new employees;
    potential acquisitions of other products or
    technologies; and
    the costs involved in preparing, filing, prosecuting,
    maintaining and enforcing patent claims and other patent-related
    costs.    Contractual
    Obligations
    52




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##### Table of Contents



Payments Due by PeriodLess than


One to


Four to


More thanTotal


One Year


Three Years


Five Years


Five YearsLong-term debt

$
232,000


$
43,000



(1
)


(1
)

$
Operating leases


1,182,000



271,000


$
477,000


$
227,000



207,000Total

$
1,414,000


$
314,000


$
477,000


$
227,000


$
207,000     (1)
    
    Our long-term debt consists of an interest-free loan from the
    New Jersey Economic Development Authority. The amounts to be
    repaid each year are determined as a percentage of revenues we
    receive in that year from our customer contracts that meet
    criteria specified in the loan agreement, with any remaining
    amount due on January 15, 2012.  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
      Revenue
    recognition and unearned revenues
       53




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Stock-based
    compensation
        and/or
    Income
    taxes
  Accounting for Income Taxes
 54




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities.
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   55




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
 56




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##### Table of Contents



page F-2.
  page F-4.
    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K.
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K.
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K.
 57




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K.
 PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  page F-1.
   58




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##### Table of Contents



SIGNATURES
        By:
    /s/  George
    W. Taylor   Chief Executive Officer
    Signature

Title

Date/s/  George
    W. TaylorGeorge
    W. Taylor

Director, Chief Executive Officer
    (Principal Executive Officer)

July 14, 2008/s/  Seymour
    S. Preston IIISeymour
    S. Preston III

Chairman of the Board of Directors

July 14, 2008/s/  Charles
    F. DunleavyCharles
    F. Dunleavy

Director, Chief Financial Officer, 
    Senior Vice President, Treasurer and
    Secretary (Principal Financial Officer
    and Principal Accounting Officer)

July 14, 2008/s/  Eric
    A. AshEric
    A. Ash

Director

July 14, 2008/s/  Thomas
    J. MeaneyThomas
    J. Meaney

Director

July 14, 2008/s/  Paul
    F. LozierPaul
    F. Lozier

Director

July 14, 2008  59




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##### Table of Contents



Exhibits Index
  ExhibitNumber

Description3
.1

Restated Certificate of Incorporation of the registrant
    (incorporated by reference from Exhibit 3.1 to
    Form 10-Q
    filed September 14, 2007)3
.2

Amended and Restated Bylaws of the registrant (incorporated by
    reference from Exhibit 3.1 to
    Form 10-Q
    filed September 14, 2007)4
.1

Specimen certificate of common stock (incorporated by reference
    from Exhibit 4.1 to
    Form S-1/A
    filed March 19, 2007)10
.1+

Engineering, Procurement and Construction of a Wave Energy Power
    Plant at Punta del Pescador (Santoña, Spain),
    dated July 27, 2006, between Iberdrola Energias Marinas de
    Cantabria, S.A. and Ocean Power Technologies Limited
    (incorporated by reference from Exhibit 10.1 to
    Form S-1
    filed November 13, 2006)10
.2+

Contract Number N00014-05-C-0384, dated September 20, 2005,
    between the Office of Naval Research, U.S. Navy and Ocean Power
    Technologies, Inc., as amended by the Amendment of Solicitation/
    Modification of Contract dated March 22, 2007 (incorporated
    by reference from Exhibit 10.2 to
    Form S-1
    filed November 13, 2006)10
.3+

Contract Number N00014-02-C-0053, dated February 8, 2002,
    between the Office of Naval Research, U.S. Navy and Ocean Power
    Technologies Inc., as modified (incorporated by reference from
    Exhibit 10.3 to
    Form S-1
    filed November 13, 2006)10
.4

Option Agreement for Purchase of Emissions Credits, dated
    November 24, 2000 between Ocean Power Technologies, Inc.
    and its affiliates and Woodside Sustainable Energy Solutions
    Pty. Ltd. (incorporated by reference from Exhibit 10.4 to
    Form S-1
    filed November 13, 2006)10
.5

1994 Stock Option Plan (incorporated by reference from
    Exhibit 10.4 to
    Form S-1
    filed November 13, 2006)*10
.6

Incentive Stock Option Plan (incorporated by reference from
    Exhibit 10.6 to
    Form S-1
    filed November 13, 2006)*10
.7

2001 Stock Plan (incorporated by reference from
    Exhibit 10.7 to
    Form S-1
    filed November 13, 2006)*10
.8

2006 Stock Incentive Plan (incorporated by reference from
    Exhibit 10.8 to
    Form S-1/A
    filed March 19, 2007)*10
.9

Amended and Restated Voting and Right of First Refusal
    Agreement, dated April 18, 2005, between Ocean Power
    Technologies, Inc., George W. Taylor and JoAnne E. Burns
    (incorporated by reference from Exhibit 10.9 to
    Form S-1
    filed November 13, 2006)10
.10

Agreement to Refinance, dated November 14, 1993 between
    Joseph R. Burns, Michael Y. Epstein, George W. Taylor and Ocean
    Power Technologies, Inc. (incorporated by reference from
    Exhibit 10.10 to
    Form S-1
    filed November 13, 2006)10
.11

Employment Agreement, dated October 23, 2003, between
    Charles F. Dunleavy and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.11 to
    Form S-1
    filed November 13, 2006)*10
.12

Employment Agreement, dated October 23, 2003, between
    George W. Taylor and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.12 to
    Form S-1
    filed November 13, 2006)*10
.13

Consultant Agreement, dated August 1, 1999, between Thomas
    J. Meaney and Ocean Power Technologies, Inc. (incorporated by
    reference from Exhibit 10.13 to
    Form S-1
    filed November 13, 2006)10
.14

Employment Agreement, dated September 9, 2004, between Mark
    R. Draper and Ocean Power Technologies Ltd. (incorporated by
    reference from Exhibit 10.14 to
    Form S-1
    filed November 13, 2006)*10
.15

Employment Agreement, dated September 30, 2005, between
    John A. Baylouny and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.15 to
    Form S-1
    filed November 13, 2006)* 60




---



##### Table of Contents



ExhibitNumber

Description10
.16

Lease Agreement, dated August 30, 2005 between Ocean Power
    Technologies, Inc. and Reed Road Industrial Park LLC #1, as
    amended on January 27, 2006 (incorporated by reference from
    Exhibit 10.16 to
    Form S-1
    filed November 13, 2006)10
.17

Lease, dated January 15, 2007, between University of
    Warwick Science Park Innovation Centre Limited and Ocean Power
    Technologies Ltd. (incorporated by reference from
    Exhibit 10.17 to
    Form S-1/A
    filed March 19, 2007)10
.18

Agreement for Renewable Energy Economic Development Grants,
    dated November 3, 2003, between State of New Jersey Board
    of Public Utilities and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.18 to
    Form S-1/A
    filed March 19, 2007)10
.19+

Contract for the Development and Application of a Sea Wave
    Energy Generation System in France, dated as of June 17,
    2005, between Iberdrola Energias Renovables II, S.A. Sociedad
    Unipersonal, Total Energie Development SA, Ocean Power
    Technologies Ltd. and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.19 to
    Form S-1/A
    filed March 19, 2007)10
.20

Contract Number DM259735, dated September 17, 2005 between
    Lockheed Martin Corporation Maritime Systems and Sensors (MS2)
    and Ocean Power Technologies, Inc., as modified (incorporated by
    reference from Exhibit 10.20 to
    Form S-1/A
    filed March 19, 2007)10
.21

Marketing Cooperation Agreement, dated September 9, 2006,
    between Ocean Power Technologies, Inc. and Lockheed Martin
    Corporation through its Maritime Systems and Sensors business
    unit (incorporated by reference from Exhibit 10.21 to
    Form S-1/A
    filed April 10, 2007)10
.22+

Contract Number N00014-07-C-0617, dated May 24, 2007,
    between the Office of Naval Research, U.S. Navy and Ocean Power
    Technologies, Inc. (incorporated by reference from
    Exhibit 99.1+ to Form 8K filed June 8, 2007)10
.23

Amendment to Contract for the Development and Application of a
    Sea Wave Energy Generating System in France, dated as of
    April 2, 2007, between Iberdrola Energias Renovables,
    S.A.S., Total Energie Development, S.A., Ocean Power
    Technologies Ltd. and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.1 to
    Form 10-Q
    filed September 14, 2007)10
.24

Modification of Contract, dated September 13, 2007,
    modifying Contract Number N00014-02-C-0053, between the Office
    of Naval Research, U.S. Navy and Ocean Power Technologies, Inc.,
    as modified (incorporated by reference from Exhibit 10.1 to
    Form 10-Q
    filed December 17, 2007)10
.25

Modification of Contract, dated September 26, 2007,
    modifying Contract Number N00014-05-C-0384, between the Office
    of Naval Research, U.S. Navy and Ocean Power Technologies, Inc.,
    as modified. (incorporated by reference from Exhibit 10.2
    to
    Form 10-Q
    filed December 17, 200710
.26

Employment Agreement, dated December 21, 2007, between
    Herbert T. Nock and Ocean Power Technologies, Inc.*10
.27

Addendum to the Agreement for the Engineering, Procurement and
    Construction of a Wave Energy Power Plant at Punta del
    Pescador (Santoña, Spain), between Iberdrola Energias
    Marinas de Cantabria, S.A. and Ocean Power Technologies Limited,
    dated February 18, 200810
.28

Lease, dated February 1, 2008, between KUC Properties
    Limited and Ocean Power Technologies Ltd.21
.1

Subsidiaries of the registrant (incorporated by reference from
    Exhibit 21.1 to
    Form S-1/A
    filed March 19, 2007)23
.1

Consent of KPMG LLP31
.1

Certification of Chief Executive Officer31
.2

Certification of Chief Financial Officer32
.1

Certification of Chief Executive Officer pursuant to
    Section 906 of Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    Section 906 of Sarbanes-Oxley Act of 2002     +
    
    Confidential treatment requested as to certain portions, which
    portions have been omitted and filed separately with the SEC.*
    
    Management contract or compensatory plan or arrangement 61




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Index to
    Consolidated Financial Statements
   
 PageReports of Management


F-2Reports of Independent Registered Public
    Accounting Firm


F-3Consolidated Balance Sheets, April 30, 2007
    and 2008


F-5Consolidated Statements of Operations, Years
    ended April 30, 2006, 2007 and 2008


F-6Consolidated Statements of Stockholders
    Equity and Comprehensive Loss, Years ended April 30, 2006,
    2007 and 2008


F-7Consolidated Statements of Cash Flows, Years
    ended April 30, 2006, 2007 and 2008


F-8Notes to Consolidated Financial Statements


F-9   F-1




---



##### Table of Contents



Reports
    of Management  Managements
    Report on Consolidated Financial Statements
      Managements
    Report on Internal Control Over Financial Reporting
    
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.    Internal
    Control  Integrated Framework
     GEORGE
    W. TAYLOR
      CHARLES
    F. DUNLEAVY
    F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  The Board of
    Directors and Stockholders
         Share-Based Payment
  Internal Control  Integrated
    Framework
       F-3




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
         F-4




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Balance Sheets
  April 30,2007


2008ASSETSCurrent assets:Cash and cash equivalents

$
107,505,473



88,836,304Certificates of deposit


8,390,146



Accounts receivable


865,081



1,728,637Unbilled receivables


313,080



577,452Other current assets


441,342



1,375,249Total current assets


117,515,122



92,517,642Property and equipment, net


387,923



628,454Patents, net of accumulated amortization of $176,840 and
    $204,585, respectively


597,280



717,288Restricted cash


983,376



1,123,848Long-term investments






12,233,437Other noncurrent assets


227,845



330,296Total assets

$
119,711,546



107,550,965LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,708,408



1,457,575Accrued expenses


4,593,413



4,490,008Unearned revenues






699,752Other current liabilities


26,106



Total current liabilities


6,327,927



6,647,335Long-term debt


231,585



188,784Deferred rent


10,825



16,237Deferred credits


600,000



600,000Total liabilities


7,170,337



7,452,356Commitments and contingencies (note 14)Stockholders equity:Preferred stock, $0.001 par value; authorized
    5,000,000 shares, none issued or outstanding






Common stock, $0.001 par value; authorized
    105,000,000 shares, issued and outstanding 10,186,254 and
    10,210,354 shares, respectively


10,186



10,210Additional paid-in capital


150,842,671



153,057,265Accumulated deficit


(38,270,918
)


(52,927,641
)Accumulated other comprehensive loss


(40,730
)


(41,225
)Total stockholders equity


112,541,209



100,098,609Total liabilities and stockholders equity

$
119,711,546



107,550,965    F-5




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Operations
  Year Ended April 30,2006


2007


2008Revenues

$
1,747,715



2,531,315



4,772,017Cost of revenues


2,059,318



3,983,742



7,960,042Gross loss


(311,603
)


(1,452,427
)


(3,188,025
)Operating expenses:Product development costs


4,224,997



6,219,893



8,255,123Selling, general and administrative costs


3,190,687



4,893,580



7,732,577Total operating expenses


7,415,684



11,113,473



15,987,700Operating loss


(7,727,287
)


(12,565,900
)


(19,175,725
)Interest income, net


1,408,361



1,389,702



4,434,844Other income


74,294



13,906



Foreign exchange gain (loss)


(978,242
)


1,523,527



84,158Loss before income taxes


(7,222,874
)


(9,638,765
)


(14,656,723
)Income tax benefit


143,963







Net loss

$
(7,078,911
)


(9,638,765
)


(14,656,723
)Basic and diluted net loss per share

$
(1.37
)


(1.83
)


(1.44
)Weighted average shares used to compute basic and diluted net
    loss per share


5,162,340



5,260,794



10,200,729    F-6




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Stockholders Equity and Comprehensive
    Loss
  AccumulatedAdditional





OtherCommon Shares


Paid-In


Accumulated


Comprehensive


StockholdersShares


Amount


Capital


Deficit


Loss


EquityBalance, May 1, 2005


5,151,221


$
5,151



59,423,955



(21,553,242
)


(39,333
)


37,836,531Net loss














(7,078,911
)






(7,078,911
)Foreign currency translation adjustment


















7,242



7,242Total comprehensive loss






















(7,071,669
)Compensation related to stock option grants issued to employees










44,000











44,000Compensation related to stock option grants issued for services










85,139











85,139Shares issued for amounts received in prior years


2,732



3



49,997











50,000Proceeds from exercise of stock options


17,166



17



122,686











122,703Balance, April 30, 2006


5,171,119



5,171



59,725,777



(28,632,153
)


(32,091
)


31,066,704Net loss














(9,638,765
)






(9,638,765
)Foreign currency translation adjustment


















(8,639
)


(8,639
)Total comprehensive loss






















(9,647,404
)Compensation related to stock option grants issued to employees










1,082,181











1,082,181Compensation related to stock option grants issued for services










70,235











70,235Adjustment for reverse stock split rounding


(9
)


















Sale of common stock, net of issuance costs


5,000,000



5,000



89,898,819











89,903,819Proceeds from exercise of stock options


15,144



15



65,659











65,674Balance, April 30, 2007


10,186,254



10,186



150,842,671



(38,270,918
)


(40,730
)


112,541,209Net loss














(14,656,723
)






(14,656,723
)Foreign currency translation adjustment


















(495
)


(495
)Total comprehensive loss






















(14,657,218
)Compensation related to stock option grants issued to employees










1,788,841











1,788,841Compensation related to stock option grants issued for services










137,982











137,982Proceeds from exercise of stock options


24,100



24



287,771











287,795Balance, April 30, 2008


10,210,354


$
10,210



153,057,265



(52,927,641
)


(41,225
)


100,098,609    F-7




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Year Ended April 30,2006


2007


2008Cash flows from operating activities:Net loss

$
(7,078,911
)


(9,638,765
)


(14,656,723
)Adjustments to reconcile net loss to net cash used in operating
    activities:Foreign exchange (gain) loss


978,242



(1,523,527
)


(84,158
)Depreciation and amortization


233,132



269,075



241,721Loss on disposal of equipment






24,572



Compensation expense related to stock option grants


129,139



1,152,416



1,926,823Realization of deferred credits


(75,000
)






Deferred rent






10,825



5,412Changes in operating assets and liabilities:Accounts receivable


668,424



(827,287
)


(878,643
)Unbilled receivables


611,037



(95,896
)


(270,136
)Other current assets


161,505



(99,436
)


(918,380
)Other noncurrent assets










(76,571
)Accounts payable


(632,778
)


1,233,484



(122,323
)Accrued expenses


(121,840
)


2,126,616



496,838Unearned revenues


(2,383
)


(14,405
)


699,752Other current liabilities


57,803



(85,470
)


(26,106
)Net cash used in operating activities


(5,071,630
)


(7,467,798
)


(13,662,494
)Cash flows from investing activities:Purchases of certificates of deposit


(62,677,400
)


(55,187,304
)


(8,968,170
)Maturities of certificates of deposit


87,397,606



47,279,314



17,358,316Purchase of long-term investments










(12,233,437
)Restricted cash






(983,376
)


Purchases of equipment


(330,047
)


(107,271
)


(419,835
)Payments of patent costs


(57,396
)


(217,763
)


(112,705
)Investments in joint ventures


(30,747
)


(122,001
)


(27,714
)Net cash provided by (used in) investing activities


24,302,016



(9,338,401
)


(4,403,545
)Cash flows from financing activities:Sale of common stock, net of issuance costs






90,773,935



(870,116
)Proceeds from exercise of stock options


122,703



65,674



287,795Net cash provided by (used in) financing activities


122,703



90,839,609



(582,321
)Effect of exchange rate changes on cash and cash equivalents


(980,694
)


1,514,854



(20,809
)Net increase (decrease) in cash and cash equivalents


18,372,395



75,548,264



(18,669,169
)Cash and cash equivalents, beginning of period


13,584,814



31,957,209



107,505,473Cash and cash equivalents, end of period

$
31,957,209



107,505,473



88,836,304Supplemental disclosure of noncash investing and financing
    activities:Issuance of shares in connection with amounts received in prior
    years

$
50,000







Capitalized patent costs financed through accounts






30,343



35,048Stock issuance costs financed through accounts payable and
    accrued expenses






870,116



Capitalized equipment costs financed through accounts payable










36,964    F-8




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
  (1)
    Background    (2)
    Summary
    of Significant Accounting Policies  (a)
    Consolidation    Consolidation of Variable
    Interest Entities
  (b)
    Use of
    Estimates    (c)
    Revenue
    Recognition      (d)
    Cash
    Equivalents   F-9




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (e)
    Restricted
    Cash and Credit Facility    (f)
    Property
    and Equipment    (g)
    Foreign
    Exchange Gains and Losses    (h)
    Patents    (i)
    Long-Lived
    Assets  Accounting for the Impairment or
    Disposal of Long-Lived Assets
 F-10




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (j)
    Concentration
    of Credit Risk      Years Ended April 30,Customer

2006


2007


2008US Navy


61%



54%



58%Iberdrola and Total


9%



35%



31%Lockheed Martin


22%



%



%     (k)
    Net
    Loss per Common Share     F-11




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (l)
    Stock-Based
    Compensation  Accounting
    for Stock Issued to Employees Accounting for
    Certain Transactions Involving Stock Compensation Accounting for Stock-Based
    Compensation Accounting for
    Stock-Based Compensation  Transition and
    Disclosure
  Year EndedApril 30, 2006Net loss, as reported

$
(7,078,911
)Add stock-based employee compensation expense included in
    reported net loss


44,000Deduct total stock-based employee compensation expense
    determined under fair value-based method for all awards


(680,000
)Pro forma net loss

$
(7,714,911
)Basic and diluted net loss per share, as reported

$
(1.37
)Basic and diluted net loss per share, pro forma

$
(1.49
)     Share-Based Payment
  Valuation
    Assumptions for Options Granted During the Years Ended
    April 30, 2007 and 2008.
   F-12




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Share-Based
    Payment.
  Years Ended April 30,2007


2008Risk-free interest rate


5.01
%


4.69
%Expected dividend yield


0.0
%


0.0
%Expected life


5.5 years



5.99 yearsExpected volatility


72.0
%


77.9
%     (m)
    Accounting
    for Income Taxes    (n)
    Accumulated
    Other Comprehensive Loss    (o)
    Recent
    Accounting Pronouncements  Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities.
  Business Combination,
 F-13




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Noncontrolling Interests in Consolidated Financial
    Statements.
  (3)
    Certificates
    of Deposit    Nominal Face





April 30,Amount


Currency


2007


20085.20% due May 17, 2007


2,496,832



GBP


$
4,989,420



5.22% due June 20, 2007


1,701,810



GBP



3,400,726



$
8,390,146



   (4)
    Long-Term
    Investment    Nominal Face



April 30,Amount

Currency

2007

20083.875% due May 15, 2009


12,233,437



USD


$




12,233,437   (5)
    Property
    and Equipment    April 30,2007


2008Computers and software

$
466,734



614,695Equipment


403,233



630,116Office furniture and equipment


198,923



247,491Leasehold improvements


47,494



70,1451,116,384



1,562,447Less accumulated depreciation


(728,461
)


(933,993
)$
387,923



628,454   (6)
    Accrued
    Expenses   F-14




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (7)
    Related
    Party Transactions      (8)
    Debt    (9)
    Deferred
    Credits    (10)
    Common
    Stock   F-15




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (11)
    Preferred
    Stock    (12)
    Stock
    Options       F-16




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverageWeighted


RemainingShares Under


Average


ContractualOption


Exercise Price


Term(In Years)Outstanding May 1, 2007


1,303,574


$
14.49Forfeited


(75,833
)


14.45Expired


(78,381
)


17.51Exercised


(24,100
)


11.94Granted


320,042



15.59Outstanding April 30, 2008


1,445,302



14.61



5.2Exercisable April 30, 2008


1,024,260



14.72



3.9      F-17




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (13)
    Income
    Taxes    April 30,2007


2008Deferred tax assets:Federal net operating loss carryforwards

$
8,218,000



10,942,000Foreign net operating loss carryforwards


1,897,000



3,328,000New Jersey state operating loss carryforwards






756,000Federal research and development tax credits


761,000



882,000Foreign research and development tax credits






870,000Stock compensation


1,509,000



1,788,000Unrealized foreign exchange loss


6,000



148,000Accrued expenses


829,000



731,000Deferred rent






7,000Gross deferred tax assets


13,220,000



19,452,000Deferred tax liabilities:Property and equipment


(17,000
)


Gross deferred tax liabilities


(17,000
)


Valuation allowance


(13,203,000
)


(19,452,000
)Net deferred tax assets

$




     Years Ended April 30,2006


2007


2008Computed expected tax benefit


(34
)%


(34
)%


(34
)%Increase (reduction) in income taxes resulting from:State income taxes, net of federal benefit


(6
)


(6
)


(6
)Stock-based compensation expense






8



5Federal research and development tax credits


(2
)


(1
)


(1
)Foreign research and development tax credits










(6
)Sale of state loss carryforwards and tax credits


(2
)






Other non-deductible expenses


1



1



Increase in valuation allowance


41



32



42(2
)%



%



%   Accounting for Income
    Taxes
 F-18




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##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
    (14)
    Commitments
    and Contingencies  (a)
    Operating
    Lease Commitments    Year ending April 30:2009

$
271,6322010


238,5722011


238,5722012


226,6802013


206,858Thereafter


$
1,182,314   (b)
    Litigation   F-19




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##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (15)
    Quarterly
    Financial Data (Unaudited)  Three Months EndedFiscal Year 2008

Jul 31


Oct 31


Jan 31


Apr 30Revenues

$
555,704



1,686,212



1,421,856



1,108,245Gross loss


(249,288
)


(236,984
)


(570,668
)


(2,131,085
)Operating loss


(4,061,624
)


(3,550,857
)


(4,600,822
)


(6,962,422
)Net loss


(2,437,844
)


(1,870,816
)


(3,992,961
)


(6,355,102
)Basic and diluted net loss per share

$
(0.24
)


(0.18
)


(0.39
)


(0.62
)   Three Months EndedFiscal Year 2007

Jul 31


Oct 31


Jan 31


Apr 30Revenues

$
305,186



555,561



652,884



1,017,684Gross profit (loss)


79,221



(601,104
)


(67,594
)


(862,950
)Operating loss


(2,360,950
)


(2,976,109
)


(2,436,457
)


(4,792,384
)Net loss


(1,660,954
)


(2,307,200
)


(1,540,296
)


(4,130,315
)Basic and diluted net loss per share

$
(0.32
)


(0.45
)


(0.30
)


(0.75
)   (16)
    Operating
    Segments and Geographic Information      Year Ended April 30, 2006North America


Europe


Australia


TotalRevenues from external customers

$
1,747,715











1,747,715Operating loss


(6,743,896
)


(833,147
)


(150,244
)


(7,727,287
)Long-lived assets


487,770



56,515







544,285Total assets


33,820,540



156,102



19,496



33,996,138   Year Ended April 30, 2007North America


Europe


Australia


TotalRevenues from external customers

$
1,484,998



1,007,689



38,628



2,531,315Operating loss


(10,254,579
)


(2,191,703
)


(119,618
)


(12,565,900
)Long-lived assets


293,633



94,290







387,923Total assets


118,074,176



1,607,549



29,821



119,711,546   Year Ended April 30, 2008North America


Europe


Australia


TotalRevenues from external customers

$
2,831,122



1,940,895







4,772,017Operating loss


(15,695,543
)


(3,221,882
)


(258,300
)


(19,175,725
)Long-lived assets


392,980



234,497



977



628,454Total assets


103,873,654



3,624,686



52,625



107,550,965  F-20