** **

**UnitedStates Securities and Exchange Commission**

**Washington, D.C. 20549**

 

**Form40-F**

 

**o****REGISTRATION STATEMENT PURSUANTTO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

ý**ANNUAL REPORT PURSUANT TO SECTION 13(A)OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

 
| **For the  fiscal year ended December 31, 2004** | ** ** | **Commission  File Number 0-25270** |
|-------------------------------------------------------|------------|-------------------------------------|

 

**Ballard Power Systems Inc.**

(Exact name of Registrant asspecified in its charter)

 

**CANADA**

(Province or other jurisdictionof incorporation or organization)

 

**3261**

(Primary Standard IndustrialClassification Code Number (if applicable))

 

**Notapplicable**

 (I.R.S. Employer Identification Number (ifapplicable))

 

**4343 NorthFraser WayBurnaby, British Columbia V5J 5J9(604) 454-0900**

**CorporationTrust Company**

**1633Broadway**

**New York,New York 10019**

**(212)894-8940**

Address (including zip code)and telephone number (including area code)of agent for service in the United States)

Securities registered or to beregistered pursuant to Section 12(b) of the Act.

 
| **Title of each class** | ** ** | **Name of each exchange on which  registered** |
|-------------------------|------------|------------------------------------------------|
| Not  applicable         |       | Not  Applicable                                |

 

Securities registered or to beregistered pursuant to Section 12(g) of the Act.

**CommonShares**

 

Securities for which there is a reporting obligation pursuant to Section 15(d)of the Act. 

**Non-Applicable**

 

For annual reports, indicate by check mark the information filed withthis Form: 

 
| **ý**  Annual information form |   | o Audited annual financial statements |
|-------------------------------------|--------|---------------------------------------|

 

Indicate the number of outstanding shares of each of the issuer’sclasses of capital or common stock as of the close of the period covered by theannual report. 

**118,778,844 Common****Shares**

 

Indicate by check mark whether the Registrant by filing the informationcontained in this Form is also thereby furnishing the information to the Commissionpursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “ExchangeAct”). If “Yes” is marked, indicate the filing number assigned to theRegistrant in connection with such Rule. 

 
| Yes o |   | 82-             |   | No ý |
|-------|--------|-----------------------------------------------------------------------------|--------|-----------|

 

Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports) and (2) has been subject to such filingrequirements for the past 90 days. 

 
| Yes ý |   | No o |
|------------|--------|------|

 

 

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**DisclosureControls and Procedures**

 

As of the end of the period covered by this report,the Registrant’s management (with the participation of its chief executiveofficer and chief financial officer) conducted an evaluation pursuant to Rule13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), of the effectiveness of the design and operation of the Registrant’sdisclosure controls and procedures.  Basedon this evaluation, the Registrant’s chief executive officer and chieffinancial officer concluded that as of the end of the period covered by thisreport such disclosure controls and procedures were effective to providereasonable assurance that information required to be disclosed by theRegistrant in reports it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified in therules and forms of the Securities and Exchange Commission.

 

**QuorumRequirements**

 

Pursuant to Rule 4350(a)(1) of the Nasdaq StockMarket, Inc. Marketplace Rules, the Registrant relies on an exemption from Rule4350(f) of the Marketplace Rules, requiring that each Nasdaq-quoted companyhave in place a minimum quorum requirement for shareholder meetings of 33 1/3%of the outstanding shares of the company’s voting common stock.  The Registrant's by-laws currently providethat a quorum is met if holders of at least 5% of the votes eligible to be castat a meeting are present or represented by proxy at a shareholder meeting.  At the Registrant's 2004 Annual GeneralMeeting of Shareholders, holders of 64.99% of the common shares were present orrepresented by proxy at the meeting.

 

**Undertaking**

 

The Registrant undertakes to make available, in personor by telephone, representatives to respond to inquiries made by the Commissionstaff, and to furnish promptly, when requested to do so by the Commissionstaff, information relating to:  the securitiesregistered pursuant to Form 40-F; the securities in relation to which theobligation to file an annual report on Form 40-F arises; or transactionsin said securities.

 

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**Signatures**

 

Pursuant to the requirements of the Exchange Act, the Registrantcertifies that it meets all of the requirements for filing on Form 40-F and hasduly caused this annual report to be signed on its behalf by the undersigned,thereto duly authorized. 

 

Registrant: Ballard Power Systems Inc.

 
| By (Signature and Title) |   | /s/David Smith          |   |   |
|--------------------------|--------|-------------------------|--------|--------|
|                     |   | David Smith             |   |   |
|                     |   | Chief Financial Officer |   |   |

 

Date: March 18, 2005

 

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**EXHIBITLIST**

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                                                                                                       |
|-------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                  |
| 99.1        |       | Ballard Power  Systems Inc. Consolidated Financial Statements for the years ended December 31,  2004, 2003, and 2002 incorporated by reference to the Form 6-K/A furnished to  the Securities and Exchange Commission on February 28, 2005. |
|        |       |                                                                                                                                                                                                                                                  |
| 99.2        |       | Ballard Power  Systems Inc. Management’s Discussion and Analysis for the year ended December 31,  2004 incorporated by reference to the Form 6-K/A furnished to the Securities  and Exchange Commission on February 28, 2005.          |
|        |       |                                                                                                                                                                                                                                                  |
| 99.3        |       | Annual  Information Form for Ballard Power Systems Inc., dated as of March 10,  2005                                                                                                                                                             |
|        |       |                                                                                                                                                                                                                                                  |
| 99.4        |       | Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                         |
|        |       |                                                                                                                                                                                                                                                  |
| 99.5        |       | Certification  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                         |
|        |       |                                                                                                                                                                                                                                                  |
| 99.6        |       | Consent of KPMG  LLP                                                                                                                                                                                                                                  |
|        |       |                                                                                                                                                                                                                                                  |
| 99.7        |       | Comments by  Auditor for U.S. Readers on Canada-U.S. Reporting Difference                                                                                                                                                                             |

 

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