UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





AMENDMENT
NO. 1 TO FORM 10-KSB


ON
FORM 10-K


(Mark
One)


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


For the fiscal year ended December 31,
2007.




OR




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


For the transition period from
____________ to _____________




Commission
file number: 000-52337




BALQON
CORPORATION


(Exact
name of registrant as specified in its charter)




Nevada
              (State
      or other jurisdiction of incorporation or organization)
            33-0989901
              (I.R.S.
      Employer Identification No.)1701
      E. Edinger Avenue, Unit E-3, Santa Ana, California
              (Address
      of principal executive offices)
            92705
              (Zip
      Code)




Registrant’s
telephone number, including area code: (714) 836-6342




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


None




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


Common
Stock, $0.001 par value


(Title of
class)




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




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yeso    Nox




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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):




Large
      Accelerated Filer
              o
              Accelerated
      Filer
              oNon-accelerated
      Filer
              o
              Smaller
      Reporting Company
              x(Do
      not check if a smaller reporting company.)





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yeso    Nox




The
aggregate market value of the voting common equity held by nonaffiliates of the
registrant, computed by reference to the average bid and asked price on
June 30, 2008, the last business day of the registrant’s most recently
completed second fiscal quarter, cannot be computed as the registrant’s common
stock was not trading on such date.  The registrant has no non-voting
common equity.




The
number of shares outstanding of the Registrant’s common stock, $0.001 par value,
as of March 27, 2009 was 25,518,348.




DOCUMENTS
INCORPORATED BY REFERENCE


None
  1




EXPLANATORY
NOTE




Balqon
Corporation (the “Company”) is filing this Amendment No. 1 to Form 10-KSB
on Form 10-K/A (this “Amendment”) to amend its Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2007, which was
originally filed with the Securities and Exchange Commission on March 31,
2008 (the “Initial Filing”), to amend Item 8A(T) in the Initial Filing by
replacing it in its entirety with Item 9A(T) set forth in this
Amendment.  The Initial Filing inadvertently omitted disclosure
required by Item 8A(T) of Regulation SB.




Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Company has filed the certifications requited by Rule
13a-14(a) or 15d-14(a) of the Exchange Act.  Except for the amended
disclosure contained herein, this Amendment does not modify or update
disclosures contained in the Initial Filing.




This
Amendment should be read in conjunction with the Company’s other filings made
with the Securities and Exchange Commission subsequent to the date of the
Initial Filing.




PART
I




Item
      9A(T).
            Controls
      and Procedures.




Evaluation
of Disclosure Controls and Procedures




We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
our principal accounting officer, of the effectiveness of the design and
operation of our disclosure controls and procedures.  The term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange
Act”), means controls and other procedures of a company that are designed to
ensure that information required to be disclosed by the company in the reports
it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC’s rules and
forms.  Disclosure controls and procedures also include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure.  Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded as of December 31, 2007
that our disclosure controls and procedures were effective at the reasonable
assurance level.




Management’s
Report on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  Our
internal control over financial reporting includes those policies and procedures
that:




(i)
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;




2




(ii)
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and




(iii)
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material affect on our financial
statements.




All
internal control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and reporting.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of
December 31, 2007 based on the framework in Internal
Control–Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).  Based on the results of
management’s assessment and evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that as of December 31, 2007 our internal control
over financial reporting was effective.




Attestation
Report of the Registered Public Accounting Firm.




This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.




Inherent
Limitations on the Effectiveness of Controls




Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent or detect all errors and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
systems are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in a
cost-effective control system, no evaluation of internal control over financial
reporting can provide absolute assurance that misstatements due to error or
fraud will not occur or that all control issues and instances of fraud, if any,
have been or will be detected.




These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of a simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of controls effectiveness to future
periods are subject to risks. Over time, controls may become inadequate because
of changes in conditions or deterioration in the degree of compliance with
policies or procedures.




3




Changes
in Internal Control over Financial Reporting




There has
been no change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter
ended December 31, 2007 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.




4






SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 31st day of March,
2009.




BALQON
      CORPORATIONBy:
              /s/ BALWINDER
      SAMRABalwinder
      Samra,
                Chairman
      of the Board, President and
                  Chief
      Executive Officer (principal executive
officer)


BALQON
      CORPORATIONBy:
                /s/ ROBERT
      MIRANDARobert
      Miranda,
                  Chief
      Financial Officer (principal financial
officer)








Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Name
              
              Title
              
              Date/s/
      BALWINDER SAMRA
              
              President,
      Chief Executive Officer and Director
              
              March
      31, 2009Balwinder
      Samra
              
              (principal
      executive officer)/s/
      ROBERT MIRANDA
              
              Chief
      Financial Officer (principal financial officer
              
              March
      31, 2009Robert
      Miranda
              
              and
      principal accounting officer)/s/
      HENRY VELASQUEZ
              
              Director
              
              March
      31, 2009Henry
      Velasquez/s/
      AMARPAL SINGH SAMRA
              
              Director
              
              March
      31, 2009Amarpal
      Singh Samra


5





BALQON
CORPORATION


EXHIBITS
ATTACHED TO THIS REPORT





Exhibit
              Number
            Description31.1
            Certification
      of Principal Executive Officer required by Rule 13a-14(a) of the
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
      of Principal Financial Officer required by Rule 13a-14(a) of the
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
  2002