Balaton Power (BPWRF) 20-F 2011 FY Annual report (foreign)

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

FORM 20-F

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

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

For the fiscal year endedDecember 31, 2011

OR

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

OR

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

For the transition period from _______________ to _______________

Commission file number0-32255

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

BRITISH COLUMBIA, CANADA
(Jurisdiction of incorporation or organization)

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

Contact Person: Paul Preston
Address: Suite 206, 20257 54^th Avenue, Langley, British Columbia V3A 3W2
Email: ppreston@shaw.ca
Telephone: (604) 533-5075, Toll Free: 1 (877) 559-5988, Facsimile: (604) 533-5065
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

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

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

i

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

COMMON SHARES WITHOUT PAR VALUE
(Title of Class)

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

Number of outstanding shares of the Company’s only class of capital or common stock as at December 31, 2011 was 137,846,070 common shares without par value.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [   ]                     NO [X]

If this is an annual report or a transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
YES [   ]                     NO [X]

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [X]                     NO [   ]

Indicate by check mark whether Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [   ]                     NO [   ]

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

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

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

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

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:
Item 17 [   ]                 Item 18 [   ]

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

YES [   ]                     NO [X]

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

Indicate by checkmark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
YES [   ]                     NO [   ]N/A

TABLE OF CONTENTS

		Page
Glossary		1
Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources		4
Cautionary Note to U.S. Investors concerning estimates of Inferred Resources		4
Forward-Looking Statements		5
PART I		6
Item 1.	Identity of Directors, Senior Management and Advisers	6
Item 2.	Offer Statistics and Expected Timetable	6
Item 3.	Key Information	6
Item 4.	Information on the Company	13
Item 4A.	Unresolved Staff Comments	39
Item 5.	Operating And Financial Review And Prospects	40
Item 6.	Directors, Senior Management and Employees	49
Item 7.	Major Shareholders and Related Party Transactions	55
Item 8.	Financial Information	56
Item 9.	The Offer and Listing	58
Item 10.	Additional Information	59
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	71
Item 12.	Description of Securities Other Than Equity Securities	71
PART II		71
Item 13.	Defaults, Dividend Arrearages and Delinquencies	71
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	71
Item 15.	Controls and Procedures	71
Item 16.	[Reserved]	72
Item 16A.	Audit Committee Financial Expert	72
Item 16B.	Code of Ethics	72
Item 16C.	Principal Accountant Fees and Services	73
Item 16D.	Exemptions from the Listing Standards for Audit Committees	73
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	73
Item 16F.	Change in Registrant’s Certifying Accountant	73
Item 16G.	Corporate Governance	74
PART III		75
Item 17.	Financial Statements	75
Item 18.	Financial Statements	75
Item 19.	Exhibits	76

iv

Glossary

Term	Definition
Annual Report	This Form 20-F annual report of the Company for the year ended December 31, 2011
Amended Option Agreement	The Company’s amended and restated option agreement with JAL for the Voisey’s Bay West Project dated for reference December 21, 2011
Balaton or the Company	Balaton Power Inc.
Balco	Bharat Aluminium Co.
Bayer Process	A method of producing alumina from bauxite by heating it in a sodium hydroxide solution
BRIMAC	Balaton Remote Integrated Monitoring and Control System
BSA	Balaton Power Corporation S.A.
CDN GAAP	Generally accepted accounting principles in Canada
CFC	Controlled foreign corporation
CIMM	Canadian Institute of Mining and Metallurgy
Code	Internal Revenue Code
Committee	Board of directors of the Company who will be Plan administrators
COMPL	Continental Orissa Mining Private Limited
Continental	Continental Resources Ltd., a company incorporated under the laws of Québec
CRA	Canada Revenue Agency
CRL	Continental Resources (USA) Ltd., a wholly-owned subsidiary of the Company
EDTA	Ethylene-diamene-tetra-acetic acid technique, industry standard for analyses for radicals
Essar	Essar Aluminium Orissa Limited, an Indian resource development corporation
Essar Agreement	Agreement between CRL and Essar dated May 8, 2007
Exchange Act	Securities Exchange Act of 1934, as amended (United States)
FERC	United States Federal Energy Regulatory Commission

1

Term	Definition
Gandhamardan Project	The Company’s mineral project, situated in the Gandhamardan Hills, Duragali, State of Orissa, India
GSI	Geological Survey of India
ICA	Investment Canada Act
Investor	A person who acquires one or more Common Shares of the Company
IRS	United States Internal Revenue Service
ISO Options	Incentive stock options
JAL	JAL Exploration Inc., a British Columbia company
Joint Venture Agreement	The joint venture agreement between Continental and OMC dated April 18, 1997
MECL	Mineral Exploration Corp. Ltd., an Indian company
NQSO Options	Non-qualified stock options
ODM	Orissa Directorate of Mines
OMC	Orissa Mining Corporation Limited, an Orissa State owned government corporation
Option Plan	The Company’s 2010 incentive stock option plan
Option Agreement	The Company’s option agreement with JAL for the Voisey’s Bay West Property dated March 4, 2011
Options Right Agreement	The Company’s purchase of options right agreement with JAL for the Voisey’s Bay West Property dated July 27, 2010, as amended March 3, 2011
Permit	The mining permit issued in the name of OMC for over 285 hectares named Block 7 of the Gandhamardan Project
Perial	Perial Ltd., a company incorporated under the laws of the Province of Ontario, and a major shareholder of the Company
PFIC	Passive foreign investment companies
Pisces Process	Fish protective water inlet device
Proposed Revised Joint Venture Agreement	The Proposed Revised Joint Venture Agreement is between CRL and OMC
QEF	Qualified electing fund

2

Term	Definition
SEC	United States Securities and Exchange Commission
System	Low-impact run-of-the-river hydroelectric power production system
Tax Act	Income Tax Act(Canada)
Technical Report	A report prepared by E.A. Gallo, P. Geo, titled “Summary Report Gandhamardan Bauxite Deposit Sambalpur and Bolangir Districts, State of Orissa, India”, dated April 8, 2003 and amended January 19, 2007, and February 9, 2007
Treaty	Canada-United States Income Tax Convention, 1980
US GAAP	Generally accepted accounting principles in the United States of America
U.S. Securities Act	Securities Act of 1933, as amended (United States)
VISA	VISA International Ltd., an Indian Company
Voisey’s Bay West Project (or “Project”)	The Company’s mineral exploration project, situated on the east coast of north Labrador, Canada

Resource Category (Classification) Definitions

Mineral Reserve	The SEC’s Industry Guide 7 – “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” defines “reserve” as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves consist of:
	(1)Proven (Measured) Reserves. Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
	(2)Probable (Indicated) Reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
Mineral Resource	Canadian National Instrument 43-101, “Standards of Disclosure for Mineral Projects” (“NI 43-101”) defines a “Mineral Resource” as a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.

3

Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Resource has a lower level of confidence than that applied to an Indicated Resource. An Indicated Resource has a higher level of confidence than an Inferred Resource but has a lower level of confidence than a Measured Resource.

(1)Inferred Resource. That part of the Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

(2)Indicated Resource. That part of the Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

(3)Measured Resource. That part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

The SEC’s Industry Guide 7 – “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” does not define or recognize resources. As used in this Annual Report, “resources” are as defined in Canadian NI 43-101.

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

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

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

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

4

FORWARD-LOOKING STATEMENTS

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

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

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PART I

ITEM 1.               IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.               OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.               KEY INFORMATION

A.             Selected Financial Data

The following selected financial data is derived from and should be read in conjunction with the audited financial statements of the Company for the last five fiscal years ended December 31, 2011, as well as the sections of this Annual Report entitled “Information on the Company” and “Operating and Financial Review and Prospectus”. The financial statements are presented in United States dollars and have been prepared in accordance with US GAAP. Note 2 to the financial statements provides a summary of the material differences between CDN GAAP and US GAAP as they relate to the Company’s financial statements included herein.

		December 31,			December 31,			December 31,			December 31,			December 31,
(US$)		2011			2010			2009			2008			2007
Balance Sheet Data
Total assets (CDN GAAP)	$	901,065		$	436,198		$	44,904		$	31,906		$	144,076
Total assets (US GAAP)		901,065			436,198			44,904			31,906			144,076
Total liabilities		718,835			666,584			679,580			843,795			699,017
Share capital		6,630,848			6,024,026			5,679,967			5,537,404			5,537,404
Retained earnings (deficit) (CDN GAAP)		(9,497,858	)		(9,268,874	)		(8,826,957	)		(8,601,003	)		(8,344,055	)
Retained earnings (deficit) (US GAAP)		(9,497,858	)		(9,268,874	)		(8,826,957	)		(8,601,003	)		(8,344,055	)
Period End Balances (as at)
Working capital (deficit)		(640,842	)		(599,690	)		(663,582	)		(840,795	)		(552,335	)
Resource properties		823,072			369,304			-0-			-0-			-0-
Shareholders’ equity (deficit)		182,230			(230,386	)		(634,676	)		(811,889	)		(554,941	)
Statement of Operations Data
Revenue	$	-		$	-		$	-		$	-		$	-
Production costs		-			-			-			-			-
Write-down of resource properties		-			-			-			75,000			126,176
General and administrative expenses		99,916			148,400			86,958			98,680			449,488
Consulting fees and commissions		4,000			11,487			50,500			-			435,000
Professional fees		101,068			196,497			124,512			83,268			137,218

6

	December 31,		December 31,		December 31,		December 31,		December 31,
(US$)	2011		2010		2009		2008		2007
Interest expense	(24,000	)	(7,276	)	-		-		-
Stock Base Compensation	-		78,257		34,997		-		48,700
Income (loss) (US GAAP)	(228,984	)	(441,917	)	(255,954	)	(256,948	)	(1,147,882	)
Loss per common share (CDN GAAP)1	0.00		0.00		0.00		0.00		0.01
Loss per common share (US GAAP)1	0.00		0.00		0.00		0.00		0.01
Number of outstanding shares	137,846,070		123,941,070		95,726,070		83,453,737		83,453,737

Notes:

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

B.             Capitalization and Indebtedness

Not applicable.

C.             Reasons for the Offer and Use of Proceeds

Not applicable.

D.             Risk Factors

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

The Company has no history of earnings and is subject to the risks inherent in a start-up company. The Company has no operating history, no revenues and is subject to all the risks inherent in a start-up business enterprise including lack of cash flow and no source of revenue. The Company has incurred losses since its inception, does not currently generate any revenue from the sale of its products and will require significant additional capital to place any of its projects into production.

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

Very few mineral properties are ultimately developed into producing mines.The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Substantial expenditures will be required for the Company to establish ore reserves through drilling, to develop metallurgical processes, to extract the metal from the ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining.

7

Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that the Company will discover minerals in sufficient quantities to justify commercial operations or that the Company can obtain the funds required for development on a timely basis. The economics of developing precious and base metal mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection

The loss of any directors or officers would adversely affect the Company. Although none of our directors or officers has any significant technical training or experience in resource exploration or mining, the loss of any directors or officers would adversely affect the results of the Company. The Company is wholly dependent at present upon the personal efforts and abilities of its officers and directors, who exercise control over the day-to-day affairs of the Company. The loss of any director or officer could have an adverse effect on the Company.

The directors and officers of the Company rely on the opinions of consulting geologists that it retains from time to time for specific projects. As a result of management’s lack of formal training in resource exploration, there maybe a higher risk of our being unable to complete our business plan.

The issuance of additional shares would dilute the interests of existing shareholders. The Company is authorized to issue an unlimited number of common shares. On December 31, 2011, the Company had 137,846,070 common shares issued and outstanding. The Board of Directors has the power to issue additional shares and may in the future issue shares to acquire products, equipment or properties, or for other corporate purposes. Any additional issuance by the Company from its authorized but unissued share capital would have the effect of diluting the interest of existing shareholders.

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

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

8

Exploration and development of natural resources involves a high degree of risk.The Company is required to obtain the approval from the State of Orissa for the agreement with OMC (which has been superseded and replaced with a further Proposed Revised Joint Venture Agreement between CRL and OMC) before it will have the opportunity for exploration and future development of the Gandhamardan Project. Also, the Company will, among other things, be required to obtain various approvals from the government of Newfoundland and Labrador and the Nunatsiavut Government for exploration and future development of the Voisey’s Bay West Project. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to conduct exploration, development and mining operations at any of the Company’s projects. In addition, as mineral projects near completion, proper permitting and environmental review may be required.

The terms of the Proposed Revised Joint Venture Agreement have been accepted by both CRL and OMC, however such revised agreement remains subject to the approval from the State of Orissa. As of the date of this filing, the Orissa State Government has not authorized OMC to execute the final Proposed Revised Joint Venture Agreement. There can be no assurance the Orissa State Government will authorize OMC to sign the Proposed Revised Joint Venture Agreement on the terms currently prescribed. In the event that OMC does not sign the Proposed Revised Joint Venture Agreement, the Company’s interest in the Gandhamardan Project would be significantly adversely affected. Substantial expenditures are required to conduct pre-feasibility and feasibility work which would include an environmental impact study, obtain Forestry clearances, approval of Mining Plan, secure sites for refinery, power plant, water station, rail and other studies in order to develop the extraction and processing facilities and infrastructure. No assurance can be given that Mineral Resources will be converted to Mineral Reserves, that funds required for the development can be obtained on a timely basis, that funds will be adequate to complete a feasibility study and/or that bauxite can be economically extracted from the Gandhamardan Project.

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

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

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

9

The Company has and may enter into option and joint venture agreements, which will reduce its interests in its projects. The Company has entered into the Amended Option Agreement with JAL relating to the Voisey’s Bay West Project and the Company is subject to various terms and conditions in order to earn any interest in this project. There is no assurance that the Company will be able to meet the terms and conditions of the Amended Option Agreement in order to earn any interest in the Voisey’s Bay West Project.

With regard to the Gandhamardan Project, in order to conserve financial resources, the Company’s efforts are focused on its subsidiary CRL, which intends to enter into option, joint venture, or development agreements to form a consortium to finance the exploration and possible development of this project following obtaining approval from the State Government of Orissa for the Proposed Revised Joint Venture Agreement between OMC and CRL. There is no assurance that OMC or the Government of Orissa will approve CRL’s agreement with any such third party. When such agreements are entered into, CRL’s current interest in the Gandhamardan Project will be reduced and CRL will share with others in the development of the Project. Though CRL currently has entered into such an agreement with VISA, there is no assurance that such a consortium will continue or that it, or any additional consortiums, will be formed on terms favourable to CRL or that the development of the Gandhamardan Project will proceed.

The Company cannot guarantee title to its assets. While the Company has or will receive title opinions for any properties in which it has or will acquire a material interest, such opinions cannot be viewed as a guarantee of title. Title may be affected by unregistered interests and claims to title, which could adversely affect the Company’s ability to develop its properties.

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

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

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

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

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The Company is subject to government policies in Canada. Activities conducted by the Company in Newfoundland and Labrador are subject to regulation by federal, provincial and aboriginal governments. All such controls and regulations are subject to change from time to time. Any change in government regulation or the economic and political stability could have a material adverse effect on the business of the Company and could impact investments in the Company’s common shares.

Currency exchange rate fluctuations and higher inflation may adversely impact the Company’s future operating results and financial condition.The exchange rate between the Indian Rupee and the U.S. dollar has changed substantially in the last two decades and could fluctuate substantially in the future. On an annual average basis, the Indian Rupee declined against the U.S. dollar from 1980 to 2002. Beginning in May 2002, the Indian Rupee began appreciating relative to the U.S. dollar. On December 31, 2011 the U.S. dollar equalled 53.0222 Indian Rupees. Because some the Company’s assets may be held in Indian Rupees, devaluation or depreciation of the value of the Indian Rupee will adversely affect the value of these assets in foreign currency terms. In addition, the Company’s market valuation could be materially adversely affected by the devaluation of the Indian Rupee if U.S. investors analyze the Company’s value and performance based on the U.S. dollar equivalent of the Company’s financial condition and operating results. The Company expects that a substantial portion of its expenses, including personnel costs, may be denominated in Indian Rupees. As such, any appreciation of the Indian Rupee against the U.S. dollar would reduce the cost advantage derived from the Company’s Indian Rupee-denominated expenses and would likely adversely affect the Company’s financial condition and results of operations. In addition, an increase in inflation would adversely affect world economies generally, which would adversely affect the Company’s business.

The Company is subject to risks of operating in India.A large part of the Company’s assets and business operations could be located in India when the Joint Venture Agreement with OMC becomes effective. The Company has entered into a consortium agreement with an Indian company, VISA, to develop the Gandhamardan Project subject to the Joint Venture Agreement with OMC becoming effective as well as obtaining all other governmental approvals necessary to develop the Gandhamardan Project. Consequently, the Company’s financial performance and the market price of its shares may be affected by social and economic developments in India and the policies of the Government of India, including taxation and foreign investment policies, as well as changes in exchange rates, interest rates and controls.

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

Litigation and disputes may adversely affect the Company’s profitability and financial condition.The Company is, and may be in the future, subject to legal actions and disputes in the ordinary course of its business operations. Legal actions and disputes may arise under contracts, regulations or from a course of conduct taken by the Company. Differences in the legal and judicial system according to region make it difficult to predict the result of litigation or other legal proceedings currently involving the Company or of these which may arise in the future. Although the Company believes that it has adequately reserved in all material aspects for the costs of litigation and regulatory matters, no assurance can be provided that such reserves are sufficient. Given the large or indeterminate amounts of damages sometimes sought, and the inherent unpredictability of litigation and disputes, it is possible that an adverse outcome could have an adverse effect on the Company’s results of operation or cash flows.

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Recent market events and conditions, including disruptions in the international credit markets and other financial systems and the deterioration of global economic conditions, could impede the Company’s access to capital or increase its cost of capital. Since 2007, the U.S. credit markets experienced serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market and a decline in the value and credit quality of mortgage-backed securities. Other adverse events include delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions worsened in 2008 and have continued into 2012, contributing to reduced confidence in credit and financial markets around the world and the collapse of, and governmental intervention in, major financial institutions. Asset price volatility and solvency concerns have increased, and there has been less liquidity, a widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Notwithstanding various government actions, concerns about the general condition of the capital markets, financial instruments and financial institutions persist, and stock markets have declined substantially.

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

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

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

The trading market for our shares is not always liquid.Although the Company’s shares trade on the Over-The-Counter Bulletin Board (“OTC”) of the Financial Industry Regulatory Authority, Inc. (FINRA), the volume of shares traded at any one time can be limited, and, as a result, there may not be a liquid trading market for our shares. The Company also cannot assure you that any other market will be established in the future. The price of the Company’s common stock may be highly volatile and your liquidity may be adversely affected in the future.

Our common stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.There is limited market activity in the Company’s stock and the Company is too small to attract the interest of many brokerage firms and analysts. The Company cannot give any assurance that a broader or more active public trading market for its common stock will develop or be sustained. While the Company is trading on the OTC, our trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTC stocks and certain major brokerage firms restrict their brokers from recommending OTC stocks because they are considered speculative, volatile, thinly traded and the market price of the common stock may not accurately reflect the Company’s underlying value. The market price of the Company’s common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of the Company’s common stock, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

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Our securities may be subject to penny stock and other regulation.The Company’s stock is subject to “penny stock” rules as defined in 1934 Securities and Exchange Act rule 3151-1. The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. The Company’s common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

The penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.

In addition, the Company’s stock is subject to British Columbia Instrument 51-509 (Issuers quote in the US Over-The-Counter Markets) (“BCI 51-509”). Among other things, BCI 51-509 places additional disclosure requirements on the Company and also provides for legend requirements on certain share certificates of the Company’s stock. The requirements of BCI 51-509 may impose additional restrictions on the liquidity of the Company’s stock and shareholders may find it more difficult to sell their shares.

ITEM 4.               INFORMATION ON THE COMPANY

A.             History and Development

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

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The Company’s head office is located at Suite 206, 20257 54th Avenue, Langley, British Columbia, Canada V3A 3W2, Telephone: (604) 533-5075, Toll Free: 1 (877) 559-5988, Facsimile: (604) 533-5065, Email: boxbal@shaw.ca. The Company’s registered office is located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, BC V6E 4N7.

The Company is a mining exploration and development company currently pursuing mineral projects in both India and Canada. The Company’s Indian mineral project is a bauxite deposit in Gandhamardan Hill, Duragali, State of Orissa, India (the “Gandhamardan Project”). The Gandhamardan Project is being developed by the Company’s wholly owned subsidiary, Continental Resources (USA) Ltd. (“CRL”). The Company’s Canadian mineral project is a nickel and copper exploration property in the Voisey’s Bay West area of Labrador (the “Voisey’s Bay West Project”). The Voisey’s Bay West Project is being developed pursuant to the Amended Option Agreement with JAL Exploration Inc. (“JAL”).

The Company is a public company listed on the OTC Bulletin Board, with the stock symbol “BPWRF”.

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

At the time of the Company’s acquisition of CRL in 2002, CRL’s sole asset was a 50% interest and effective control of Continental Orissa Mining Private Limited (“COMPL”), a private Indian company which held rights to explore and develop the Gandhamardan Project. OMC held the other 50% interest in COMPL and is a Orissa State owned corporation. During 2004, COMPL was voluntarily dissolved to make way for a new entity that would facilitate future joint venture agreements between CRL and OMC. Since the dissolution of COMPL, CRL and OMC have planned to incorporate a new entity that will direct the development of the Gandhamardan Project. CRL and OMC have submitted a Proposed Revised Joint Venture Agreement to the Orissa Government for approval and upon the effectiveness of such revised agreement will form such an entity. As of the date of this filing, the approval of the Orissa Government for the Proposed Revised Joint Venture Agreement remains outstanding.

Over the past eight years, the Company has focussed on establishing a strong working relationship with OMC. The Company and OMC have discussed exploration and possible development of the Gandhamardan Project, although no written agreement has yet been signed as Indian government approval is still pending and no development or exploration has been done on the Project in recent years. Management has held discussions with potential partners to provide financial and technical resources to assist in the exploration and potential development of the Gandhamardan Project and to aid in the formation of the new entity with OMC, as described further below.

In February of 2005, CRL entered into a consortium agreement (the “ConsortiumAgreement”) with VISA International Ltd. (“VISA”) to assist in the development of the Gandhamardan Project, but in September of 2006 CRL sent a letter to VISA to terminate the Consortium Agreement. VISA subsequently commenced an arbitration in India in relation to CRL’s termination letter.

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On May 8, 2007, Balaton announced that CRL had entered into an agreement in principle (the “Essar Agreement”) with Essar Aluminum Orissa Limited (“Essar”), an Indian resource development corporation, to develop the Gandhamardan Project and set up an alumina/aluminum complex subject to a feasibility study and applicable approvals. The Essar Agreement was subject to negotiation and execution of a definitive agreement, approval of OMC, and approval by the State of Orissa, India. In the fourth quarter of 2008, Essar served notice to CRL that Essar’s board had not approved Essar entering into a definitive and shareholder agreement with CRL at that time because of the global crisis in commodity and financial markets and CRL’s then unresolved litigation with VISA.

In the fourth quarter of 2008, CRL entered into discussion with VISA in an attempt to resolve the pending litigation between the parties and on September 23, 2009 the parties settled the litigation and revived the 2005 Consortium Agreement mentioned above (see “Legal Proceedings”).

In addition, in April 2009, CRL and Essar entered into a general release whereby Essar released CRL, and CRL released Essar from any previous agreements between the parties. Despite this release, CRL may approach Essar in the future now that it has resolved the litigation with VISA, but at as of the date of this filing, and considering the instability of the global commodity markets, CRL is free to pursue other potential partners for exploration and development for the Gandhamardan Project.

As of the date of this filing, no other agreements other than those referred to above have been entered into with any party by CRL for the exploration and potential development of the Gandhamardan Project.

Prior to the Company becoming involved with the Voisey’s Bay West Project, the above referenced efforts of the Company took substantially all of the time of the Company’s management over the past three years. When the time comes, the Gandhamardan Project will require financing activities to raise funds to further the Project. During the Company’s last three financial years to the date of this filing, the Company has made no principal capital expenditures or divestitures in this project.

On July 27, 2010, Balaton announced that it had entered into an agreement with JAL whereby Balaton purchased the right to enter into a subsequent option agreement to obtain two property options relating to the Voisey’s Bay West Project. During the fall of 2010 the Company commenced exploration operations on the Voisey’s Bay West Project and completed such operations in December 2010, as required by the agreement with JAL.

On March 7, 2011 the Company announced that it had entered into an Option Agreement with JAL to acquire up to an 80% interest in the Voisey’s Bay West Property, subject to a 2% NSR. Further, on June 1, 2011 the Company announced that it had increased its property position at the Voisey’s Bay West Project by purchasing an addition mineral licence from JAL. Finally, on December 21, 2011 the Company reached agreement with JAL to amend the Option Agreement (the“Amended Option Agreement”). As of the date of this filing, Balaton is working towards the further exploration and development of this project.

On October 18, 2011 the Company announced that it entered into an agreement with The Eversull Group, Inc. (the “Eversull Group”) for financial public relations, investor relations and shareholder consulting services. The Eversull Group was established in 1997 and is based in Frisco, Texas. The Eversull Group has been successful in achieving national and international media coverage for its clients. The Eversull Group has also been successful in assisting OTCBB companies to achieve listings on primary stock exchanges. The Eversull Group will assist the Company in developing a strategy to communicate to its shareholders and to the financial investment community.

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B.             Business Overview

The Company’s principal business is focussed on the exploration of the Gandhamardan Project located in the State of Orissa in India through CRL and the exploration of the Voisey’s Bay West Project.

The Company is currently seeking approval from the Government in the State of Orissa to a Proposed Revised Joint Venture Agreement with OMC relating to the Gandhamardan Project. In September of 2009 the Company reinstated the Consortium Agreement from 2005 that it had entered into with VISA and that relates to the Project.

The Company is currently planning operations for further exploration of the Voisey’s Bay West Project.

Gandhamardan Project

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

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

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

The Company believes that the most efficient way to potentially develop the Gandhamardan Project is through the establishment of a consortium, as it will allow the members to spread the financial burden for building the aluminium complex (see discussion of history of the Company’s and CRL’s efforts in this regard in Item 4A “History and Development”). Currently, the Company has confirmed VISA as a consortium partner and may continue to approach other potential parties in the future. Though CRL has entered into the Consortium Agreement with VISA, there is no assurance that any consortium that the Company is involved with will be successful and there is no security as to what the terms of any future consortium formed will be. If the Company is unable to locate suitable partners, the Company will have to seek additional financing to carry out the Gandhamardan Project.

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

a.	the extent of the permits that must be acquired to conduct the work proposed for the project remains unknown at this time (as the date of this filing, OMC has obtained a mining permit for one of the seven blocks that relate to the project and approval for the remaining six has been submitted to the central government of India),
b.	the extent of the environmental liabilities to which the project is subject remains unknown at this time, and
c.	subject to any agreements with third parties relating to the project and finalization of the Proposed Revised Joint Venture Agreement, the extent of any royalties, overrides, back-in rights, payments or other agreements and encumbrances to which the project is subject remains unknown at this time.

Summary Report on Gandhamardan Project

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

Historical Resource Estimates

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

Significant risks are associated with the development of the Gandhamardan Project and the Company’s effort to date can only be considered preliminary in nature. Many factors affect the development of the project including the proximity of the project to rail, roads, water, cost of energy and environmental concerns associated with the development of the project. Based on the preliminary nature of the Company’s efforts, there can be no assurance that the project will be feasible or economically viable. The information provided below relating to the Technical Report has not been updated since last amendment of the Technical Report referenced above.

Introduction And Terms Of Reference

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

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

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

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

Property Description And Location

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

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

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Figure I - General Location Sketch

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

Figure II – Location of Gandhamardan in Orissa

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

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

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

Figure III – Gandhamardan Bauxite Deposit Showing Block Divisions

OMC currently holds a mining permit (the “Permit”) on Block 7. The Permit covers an area of 285 hectares, as shown in Figure IV.

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Figure IV – Granted and Applied Mining Leases

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

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

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

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

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

Accessibility, Climate, Local Resources, Infrastructure and Physiography

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

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

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

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

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

History

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

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

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

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

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

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

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

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

Geological Setting

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

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

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

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

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

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

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

Figure V – General Geology of Orissa

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

Deposit Type

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

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

Figure VI – Schematic Longitudinal Section Through Gandhamardan

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

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

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

Mineralization

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

Table I shows the mineralogical composition of bauxite.

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Table I – Mineralogical Composition of the Bauxite

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

Exploration / Previous Work

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

Topographic Survey – Survey of India performed a topographic survey using a standard bubble level. All stations were read. An area of 5.8 kms² was covered.

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

Pitting – According to ODM reports, 26 pits were sunk into the bauxite zone, however data exists for only 24. It appears that 26 may have been planned, but only 24 actually dug. The pits are spaced at 400-meter intervals, and their sites were selected to coincide with previously-drilled holes. They were dug by hand in such a way that half the drill hole was retained in one wall of the pit. Each pit is 2.5 m² in cross section. Depth ranged from 17.9 to 41.2 meters, and averaged 31 meters. A total of 744 meters of pits were excavated, producing 4,650 m³ of material, equal to more than 2,300 tonnes. Pit data indicates that the soil-laterite overburden ranges between 0.8 to 4.5 meters in thickness and averages 2.7 meters.

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

Drilling

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

Sampling Procedures And Analyses

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

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

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

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

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

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

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

Sample Preparation, Analyses And Security

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

Data Verification

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

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

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

Mineralogical Studies and Metallurgical Tests

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

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Table II – Indian Standards Compared to Gandhamardan Bauxite

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

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

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

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

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Historical Resource Calculations

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

B.K. Monhanty, in ODM’s Resources Evaluation Report, 1981, states the total calculated tonnage as 207.37 million tonnes with a weighted average grade of 45.75% Al2O3, 2.23% SiO2, 23.23% Fe2O3, 2.58% TiO2, 22.95% LOI. In the same report, S.M. Patnaik tabulates resource estimates for each of the 10 Blocks. His figures are shown in Table III. His calculated total tonnage is 213.43 million tonnes, with a weighted average grade of 46.50% Al2O3 and 2.49% SiO2. The 3 other radicals were not calculated.

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The data acquisition and calculations were performed prior to NI 43-101 and not according to NI 43-101 standards, therefore they are historic estimates, not resources and there is no guarantee that they will be converted to corresponding CIM categories.

Table III – ODM Block-Wise Historical Estimate

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

Table IV – MECL Historical Estimate by Category

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

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

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

Voisey’s Bay West Project

On July 27, 2010, and as amended March 3, 2011, the Company entered into a purchase of options right agreement (the “Options Right Agreement”) with JAL, a private British Columbia company, pursuant to which the Company purchased the right (the “Right”) to enter into a subsequent option agreement (the “OptionAgreement”) and obtain two property options relating to three mineral rights licences comprising 200 claims and approximately 5,000 hectares located on the east coast of north Labrador, Canada (the “Voisey’sBayWestProject”). On March 4, 2011, the Company entered into the Option Agreement with JAL and on June 1, 2011, the Company increased its land position at the property as noted below.

Voisey’s Bay West Project Agreements

The Right

The Right allowed the Company the opportunity to enter into the Option Agreement, with the Option Agreement providing the Company options to acquire up to an undivided 80% interest in the Property, subject to a 2% NSR. The Company was to pay the purchase price for the Right by:

1.	paying $30,000 at the signing of the Options Right Agreement, or by no later than July 27, 2010;
2.	issuing 3,000,000 common shares of the Company (the “Shares”) by July 30, 2010;
3.	paying $30,000 by August 15, 2010;
4.	paying $40,000 by August 31, 2010;
5.	spending no less than $150,000 in exploration expenditures on the Voisey’s Bay West Project property by December 31, 2010; and
6.	causing to be prepared a National Instrument 43-101 compliant technical report for the Voisey’s Bay West Project property by January 31, 2011; and
7.	reimbursing JAL for its expenses incurred in the application for the approval of the 2010 work program.

On March 3, 2011, prior to the activities relating to the Options described below, the Company entered into an amended and restated options right agreement (the “Amended and Restated Options Right Agreement”) in order to facilitate the Company’s election to exercise the Right in accordance with the original Options Right Agreement.

In the Amended and Restated Options Rights Agreement, among other things:

1.	item 6 above was amended to require that if the Right was not exercised by the Company, then by March 31, 2011 the Company would be required to cause to be drafted a Technical Report for delivery to JAL; and
2.	the Right’s expiry date was extended from February 28, 2011 to March 4, 2011.

On March 4, 2011 the Company elected to exercise the Right by paying JAL $25,000, as required by the election procedure of the Amended and Restated Options Right Agreement. As a result of this election the Company entered into the Option Agreement with JAL.

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The Options

As mentioned above, on March 4, 2011 the Company entered into the Option Agreement with JAL whereby the Company may acquire up to an 80% interest in the Voisey’s Bay West Project property, subject to a 2% NSR, in up to two phases. In phase one (the “First Option”), the Company would acquire a 55% interest in the Voisey’s Bay West Project property by, among other things:

1.	issuing to JAL, upon entry into the Option Agreement, 3,000,000 Shares;
2.	paying JAL a total of US$200,000 by December 31, 2013;
3.	issuing to JAL an additional 9,000,000 Shares by December 31, 2013;
4.	spending no less than US$4,000,000 in exploration expenditures on the Voisey’s Bay West Project property by December 31, 2013;
5.	upon notice of exercise of the First Option, but by no later than March 31, 2014, issuing an amount of Shares to JAL that is equal to 10% of the then issued and outstanding capital of the Company;
6.	causing a pre-feasibility report pertaining to the Voisey’s Bay West Project property to be prepared by June 30, 2014; and
7.	causing the Shares to be listed on either the Canadian National Stock Exchange, the Toronto Stock Exchange or the TSX Venture Exchange by February 28, 2012.

Upon entry into the Option Agreement, the Company issued JAL 3,000,000 Shares pursuant to item 1 above.

Once the Company exercised the First Option, it could have then chosen to proceed with phase two (the “Second Option”), whereby the Company would acquire a further 25% interest (for an aggregate 80% interest) in the Voisey’s Bay West Project property by, among other things:

1.	paying JAL a total of US$400,000 by July 31, 2016;
2.	issuing to JAL an additional 10,000,000 Shares by July 31, 2015;
3.	upon notice of exercise of the Second Option, but no later than December 31, 2016, issuing to JAL an amount of Shares equal to 10% of the then issued and outstanding capital of the Company;
4.	causing a feasibility report pertaining to the Voisey’s Bay West Project property to be prepared by December 31, 2016; and
5.	arranging for a semi-carried financing relating to the further development of the Voisey’s Bay West Project property by December 31, 2017 and having the funding advanced to JAL by March 31, 2018.

At any time after completion of the First Option, the Company may elect not to acquire any further interest in the Voisey’s Bay West Project property and immediately form a joint venture with JAL to further explore and develop the Voisey’s Bay West Project property.

Additional Licences

On June 1, 2011 the Company announced the acquisition from JAL of an additional mining licence which has increased the Company’s land position under option at the Voisey’s Bay West Project property from 200 to 388 claims. This acquisition by the Company has increased the total area of the project from approximately 5,000 hectares to approximately 9,700 hectares.

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The Amended Option Agreement

On December 21, 2011 the Company and JAL amended the terms of the Option Agreement (the“Amended Option Agreement”). Pursuant to the terms of the Amended Option Agreement, the conditions for acquiring the first of the two phases of the Options were changed such that the Company may exercise the First Option by, among other things:

1.	issuing to JAL, upon entry into the Option Agreement, 3,000,000 Shares (this has been completed);
2.	paying JAL a total of US$240,000 by December 31, 2014;
3.	issuing to JAL an additional 10,000,000 Shares by December 31, 2014;
4.	spending no less than US$4,000,000 in exploration expenditures on the Voisey’s Bay West Project property by December 31, 2014;
5.	issuing an amount of Shares to JAL that is equal to 10% of the then issued and outstanding capital of the Company within five business days of such election or deemed election of the First Option, and by no later than March 31, 2015;
6.	causing a pre-feasibility report pertaining to the Voisey’s Bay West Project property to be prepared by June 30, 2015; and
7.	causing the Shares to be listed on either the Canadian National Stock Exchange, the Toronto Stock Exchange or the TSX Venture Exchange by February 28, 2013.

Once the Company has exercised the First Option, it may then choose to proceed with phase two (the “Second Option”), which was also amended on December 21, 2011, whereby the Company will acquire a further 25% interest (for an aggregate 80% interest) in the Voisey’s Bay West Project property by, among other things:

1.	paying JAL a total of US$400,000 by July 31, 2017;
2.	issuing to JAL an additional 10,000,000 Shares by July 31, 2016;
3.	issuing to JAL an amount of Shares equal to 10% of the then issued and outstanding capital of the Company within five business days of the notice of election of the Second Option, and by no later than December 31, 2017;
4.	causing a feasibility report pertaining to the Voisey’s Bay West Project property to be prepared by December 31, 2017; and
5.	arranging for a semi-carried financing relating to the further development of the Voisey’s Bay West Project property by December 31, 2017 and having the funding advanced to JAL by March 31, 2019.

Alec Lenec Memorial

As part of the Amended Option Agreement, the Company and JAL agreed on December 21, 2011 that in the event of one or more deposits being located or discovered on the Voisey’s Bay West Project property, the most significant of the deposits will be named the “Alec Deposit”, in memory of the late Alec Lenec whose persistence and belief in the Property led to its continued exploration. Also, the parties further agreed that should the Property be commercially mined, the mine itself will be named the “Alec Mine” in further honour of Alec.

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Voisey’s Bay West Project Property Description

The Voisey’s Bay West Project property adjoins the west side of Vale Inco Newfoundland & Labrador Ltd.’s (“Vale Inco’s”) property (the “Voisey’s Bay discovery property”) which was purchased from Diamond Fields Resources Inc. and lies between 13.5 and 20 kilometers west of the main Voisey’s Bay discovery. The Voisey’s Bay West Project property is contiguous and covers an area of approximately 9700 hectares.

According to the publication entitled “Mineral Commodities of Newfoundland and Labrador – Nickel” available on the Government of Newfoundland and Labrador website, the Voisey’s Bay discovery property contains “a total resource of 100 million tones grading 1.94% nickel, 1% copper and 0.11% cobalt” (calculated from INCO estimates 2003). According to the Vale Inco news release dated June 11, 2002, within this deposit is the Ovoid deposit which contains “31 million tones of estimated proven reserves” which can be mined using open pit methods and “holds average grades of 2.9% nickel, 1.69% copper and 0.14% cobalt”.

The Voisey’s Bay West Project property is in part underlain by layered anorthosite of the Nain Plutonic Suite and has been intruded by NW-trending troctolite dykes. Rocks of troctolite composition (the Reid Brook Troctolite Intrusion) are host to the Ni-Cu-Co mineralization on the adjacent Voisey’s Bay discovery property.

Between 1995 and 1997 work programs were conducted on the Voisey’s Bay West Project property by Polymet Mining Corp. (formerly Fleck Resources Ltd.) and Emerick Resources Corp. (formerly Geocore Exploration Inc., formerly Anvil Resources Ltd.). This work included airphoto and satellite imagery studies, geological mapping, prospecting, geochemical soil and rock surveys, geophysical surveys consisting of ground magnetometer, VLF-EM, Horizontal Loop EM and airborne Dighem V EM surveys, and shallow diamond drilling.

During 1996, a total of 1,347 meters of diamond drilling were completed in shallow holes on the Property. The highest assay interval was from hole VW-1 which assayed, between 78 and 81.5 feet depth, 1844 ppm copper, 4693 ppm nickel, and 323 ppm cobalt.

The potential for the discovery of Voisey’s Bay discovery property style of mineralization exists on the Voisey’s Bay West Project property based on the following:

• the presence of compositionally-layered anorthosite and troctolite which underlies significant parts of the Voisey’s Bay West Project property;
• untested, coincident magnetic and VLF-EM anomalies and other geophysical targets; and
• highly-anomalous copper-nickel-cobalt geochemistry in hole VW-1.

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Location and Accessibility

Access to the Voisey’s Bay West Project is from Nain, Labrador by float plane or helicopter, with the property being 40 kilometres from Nain by flight.

2010 Exploration Program

During December 2010 the Company’s exploration contractor, Geotech Ltd. (“Geotech”) completed an airborne VTEM geophysical survey on the Voisey’s Bay West Project property designed to target Nickel-Copper sulfide deposits similar to and along strike from the Voisey’s Bay discovery property deposit (the “2010Survey”).

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The Company’s consultants obtained the raw data of the 2010 Survey from Geotech and in early 2011 and completed a preliminary assessment of the information received. The results of these preliminary assessments were announced by the Company in a news release on March 4, 2011 and indicate that the data received from the 2010 Survey identifies multiple anomalies that warrant further analysis and investigation.

On March 12, 2012 the Company announced that it obtained the necessary approvals from the government of Newfoundland and Labrador to proceed with the next stage of exploration on the Voisey’s Bay West Project property. The Company will conduct ground electromagnetic and magnetic geophysical survey as a follow up to the VTEM airborne geophysical surveys completed in late 2010. This ground follow up program is designed to target the anomalies identified in the VTEM survey to confirm their location, existence, and to map the anomalies in greater detail and to greater depth in order to provide targets for drill testing.

As of the date of this Annual Report the Company is planning additional exploration activities on the Voisey’s Bay West Project Property.

C.             Organizational Structure

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

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

D.             Property, Plants and Equipment

Gandhamardan Project

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

Voisey’s Bay West Project

For a description of the Voisey’s Bay West Project, see Item 4.B. “Business Overview – Voisey’s Bay West Project.”

ITEM 4A.             UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 5.               OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read together with the Company’s financial statements for the three years ended December 31, 2011 included elsewhere in this document, the section entitled “Information on the Company” in Item 4 of this document and with the section entitled “Risk Factors” in Item 3 of this document. The financial statements have been prepared in US GAAP, however, Note 2 of the annual financial statements included herein provides a reconciliation to CAN GAAP.

General Discussion

The Company has limited operations. The Company has no producing properties and, consequently, has no current operating income or cash flow from its mineral interests.

Prior to the acquisition of CRL in October 2002, the Company was in the business of constructing, installing and selling “low impact” run-of-the-river hydroelectric power production systems which incorporated a patent pending fish protective water inlet device. Following the acquisition of CRL in October 2002, the Company changed its focus from the Pisces Project to the exploration and development of the Gandhamardan Project and as of July 2010 the Company is also focusing its efforts on the Voisey’s Bay West Project. The Company is currently seeking approval from the Government in the State of Orissa to an agreement with OMC relating to the Gandhamardan Project and the Company is currently planning future exploration activities for the Voisey’s Bay West Project.

The Company’s financial statements accompanying this Annual Report are consolidated with the Company’s wholly owned subsidiary, CRL for the years 2011, 2010 and 2009. It is important to note that during the 2004 fiscal year the Company wrote off $1,145,163 and related liabilities of investment in the joint-venture company, COMPL, which was voluntarily dissolved. It is planned that CRL will incorporate another entity to enter into a revised agreement with OMC. As of the date of this filing, the Proposed Revised Joint Venture Agreement has yet to be finalized. The Company anticipates that CRL will enter into such revised agreement with OMC following obtaining the approval of the State Government of Orissa.

A.             Operating Results

Revenues and Expenses

The Company’s working capital (deficit) as at December 31, 2011 was ($640,842) compared with a working capital position of ($599,690) as at December 31, 2010. The increase in the working capital deficit is a result of operations of the company and its expenditures on the Company’s projects. General and administrative expenses in the period totalled $99,916 (2010 – $148,400) and professional fees totalled $101,068 (2010 – $196,497). Cash provided by financing activities for the period was $391,600 (2010 – $887,949). The net loss of the Company for the year ended December 31, 2011 was $228,984 or $0.00 per share compared with a net loss of $441,917 or $0.00 per share for the year ended December 31, 2010. Significant components of the current period’s loss were expenses related to professional fees of $101,068 (2010-$196,497), legal and accounting plus administration and general costs in the amount of $99,916 (2010 - $148,400), stock-based compensation expenses was nil (2010 - $78,257) and consulting fees and commissions of $4,000 (2010 - $11,487).

No revenues from the Company’s operations were reported in 2011 or 2010 and no significant revenues are anticipated in 2012. The Company plans to finance its operation and exploration cost by equity financing or joint venture arrangements.

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Year Ended December 31, 2011

For the year ended December 31, 2011, the Company had a net loss of $228,984 or $0.00 per share compared to a net loss of $441,917 or $0.00 per share during the corresponding period in 2010. Stock-based compensation expense for this period was nil compared to $78,257 for the 2010. General and administrative costs decreased to $99,916 from $148,400 in 2010. Of the $99,916 incurred by the Company $51,000 was for management fees and $20,770 was incurred as travel expenses associated with Voisey’s Bay West Project. The decrease in general and administration costs were primarily due to no expenditures being made toward the Gandhamardan Project during the year compared to $84,389 incurred during 2010. Consulting fees and commissions in 2011 totalled $4,000 (2010 – $511,487) and professional fees totalled $101,068 (2010 - $196,497).

Year Ended December 31, 2010

For the year ended December 31, 2010, the Company had a net loss of $441,917 or $0.00 per share compared to a net loss of $255,954 or $0.00 per share during the corresponding period in 2009. Stock-based compensation expense for this period was $78,257 (2009 - $34,997). General and administrative costs increased to $148,400 from $86,958 in 2009. Of the $148,400 incurred by the Company $84,389 was expended toward the India Gandhamardan Project plus the overall increase in operating costs related to entering into the Options Right Agreement with JAL and subsequent contracts with its exploration contractors for exploration of the Voisey’s Bay West Project. Significant components of the increase in general and administration costs were from compensation for officers and directors, totalling $48,000 for 2010 compared to $31,000 resulting from management agreements entered into in October 2009. Consulting fees and commissions in 2010 totalled $11,487 (2009 – $50,500) and professional fees totalled $196,497 (2009 - $124,512).

The Company recorded forgiveness of debt in the amount of $nil for the period (2009 - $182,653), which was related to amounts payable to members of the Company’s former management from years prior to 2002. The Company has elected to write-down these amounts payable entirely due to the fact that there have been no claims by the parties related to the amounts owing.

In addition to the normal course expenditures made in 2009, the Company paid a settlement payment of $26,505 to VISA per the Settlement Agreement entered into in September 2009, with the total settlement amount recorded in that period being $111,640. During the period ended December 31, 2010, the Company did not any payments toward the balance owed to Visa during 2010.

The activities with VISA and the Voisey’s Bay West Project also led to an increase in professional fees in 2010, due largely to additional legal fees incurred on matters related to consummating agreements and settlements. CRL, the Company’s wholly-owned subsidiary, had expenditures in India in 2010 totalling $84,389 compared to expenditures of $43,309 incurred in 2009. Also included in the India expenditures are administrative costs associated with office operations and meetings with government officials.

Year Ended December 31, 2009

For the year ended December 31, 2009, the Company had a net loss of $255,954 or $0.00 per share compared to a net loss of $256,948 or $0.00 per share during the corresponding period in 2008. Stock-based compensation expense for this period was $34,997 (2008 - $nil). Write-down of investments totalled $nil in 2009 compared to $75,000 in 2008. Interest income was constant at $nil during the year compared to $nil in 2008. General and administrative costs decreased to $86,958 from $98,680 in 2008, as a result of management’s effort to settle matters with VISA, which brought focus away from development of the Property itself. Significant components of the general and administration costs included consulting fees and commissions of $50,500 (2008 – $nil) and professional fees of $124,512 (2008 - $83,268). Compensation for officers and director totalled $nil for 2009 and $nil for 2008.

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The Company recorded forgiveness of debt in the amount of $182,653 for the period (2008 - $nil), which was related to amounts payable to members of the Company’s former management from years prior to 2002. The Company has elected to write-down these amounts payable entirely due to the fact that there have been no claims by the parties related to the amounts owing.

In addition to the normal course expenditures made in 2009, the Company paid a settlement payment of $26,505 to VISA per the Settlement Agreement entered into in September 2009, with the total settlement amount recorded in the period ($111,640). In late 2009, the Company focused on securing the approval from the Government of Orissa for the Joint Venture Agreement with OMC.

The activities with VISA also led to an increase in professional fees in 2009, due largely to additional legal fees incurred in India on matters related to consummating agreements and settlements, rather than conducting further geological and engineering studies. CRL, the Company’s wholly-owned subsidiary, had expenditures in India in 2009 totalling $43,309 compared to expenditures of $68,666 incurred in 2008. This change in expenditures relates to the fact that no engineering, geological or planning work was done on the Project during 2009. Also included in the India expenditures are administrative costs associated with office operations and meetings with government officials.

Governmental Entities

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

The Company relies on the cooperation of the Government Nunatsiavut and the Government of Newfoundland and Labrador and other governmental agencies for the development of the Voisey’s Bay West Project.

Foreign Currency Fluctuations and Inflation

The Company believes that the impact of foreign currency fluctuations will not adversely affect the Company. The Canadian/US dollar exchange rate improved in favour of the Canadian dollar during fiscal year 2011. The Company does not take any steps to hedge against currency fluctuations. In addition, the Company does not anticipate the impact of inflation to be material to the Company in its efforts to both retain and attract partners for its consortium for the development of the Gandhamardan Project. The Indian currency is not expected to have an adverse affect on the Company during the initial phases of negotiating with potential partners or adding members to a consortium for the development of the project in India by CRL.

Plan of Operations

The Company’s plan of operations for the next twelve months is to focus on the exploration activities for the Voisey’s Bay West Project as well as seeking approval of the revised agreement with OMC from the Orissa Government on the Gandhamardan Project. The Company is planning additional expenditures on the Voisey’s Bay West Project to meet the expenditure requirements under its Option Agreement with JAL through a ground survey during the summer of 2012. The Company’s overhead is expected to range between $10,000 and $15,000 per month for professional and administrative cost.

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The Company plans to raise additional working capital for its day-to-day operations and expenditures on both its projects, by way private placements of its common stock or through a joint venture arrangement. Significant funding will be required for the exploration and potential development of both of the Company’s projects. As of December 31, 2011, the Company had cash of $52,401 and a working capital deficit of $640,842.

Currently, the Company does not have adequate working capital to maintain operations for the next 12 months and the Company is in discussions to raise additional funding through financings. The Company has entered into an agreement with VISA as a consortium partner and may also approach additional partners to help finance, explore and develop the Gandhamardan Project.

Future funding sources and working capital for the Company could also come from the exercise of warrants and options outstanding from private placements.

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

B.             Liquidity and Capital Resources

As of December 31, 2011 the Company’s cash position was $52,401, compared to $32,357 as of December 31, 2010. Preliminary discussions are in progress to raise working capital. The Company had assets of $901,065 in 2011 of which $52,401 was in cash and assets of $436,198 of which $32,357 were in cash on December 31, 2010. The increase in assets is directly related to the Company’s investment in the Voisey’s Bay West Property. Net working capital was a deficit for the years ended December 31, 2011 of $640,842 and $559,610 for 2010.

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

The liabilities of the Company as of December 31, 2011 were $718,835, as compared to $666,584 as of December 31, 2010.

As of December 31, 2011, the Company had an accumulated deficit of $9,497,858, compared to $9,268,874 in 2010. This continued increase in Company’s accounted deficit was due to expenditures related to the Company’s two projects without offsetting revenues, which resulted in losses totalling $228,984 in 2011, compared with losses totalling $441,917 in 2010 and $255,954for 2009.

Recent Issuance of Securities

To clarify its initial announcement on March 24, 2010, the Company announced on March 25, 2010 that it intended to undertake a non-brokered private placement of up to 9,000,000 units at the price of $0.02 per unit for an aggregate gross proceeds of $180,000 (the “March 2010 Offering”). The proceeds of the March 2010 Offering were to be used for working capital. The completion of the March 2010 Offering was subject to the execution of definitive documentation with regulatory hold periods from the date of issuance. Each unit of the March 2010 Offering consisted of one common share of the Company and two common share purchase warrants of the Company, respectively an A Warrant and a B Warrant. Each A Warrant will entitle the holder thereof to purchase one common share of the Company at the exercise price of $0.03 for a period of one year after the closing date of the March 2010 Offering and each B Warrant will entitle the holder thereof to purchase one common share of the Company at the exercise price of $0.03 for a period of two years after the closing date of the March 2010 Offering.

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On March 25, 2010 the Company announced a clarification of the announced amendment of March 24, 2010 regarding the reduction in exercise price of 9,000,000 A Warrants and 9,000,000 B Warrants issued pursuant to a private placement announced April 17, 2009 and debt settlements carried out in July of 2009. The announced reduction of the exercise price of the A Warrants and B Warrants was such that the exercise price of all A Warrants was reduced from $0.05 per share to $0.03 per share and the exercise price of all B Warrants was reduced from $0.10 per share to $0.03 per share. All expiry dates for such A Warrants and B Warrants remain unchanged. The affected A Warrants and B Warrants are:

• On August 20, 2009 a total of 12,000,000 warrants were issued in the first tranche of the private placement (6,000,000 each of A and B Warrants) with such A Warrants to expire August 20, 2010 and B Warrants to expire August 20, 2011.

• On October 16, 2009 a total of 2,000,000 warrants were issued in the second tranche of the private placement (1,000,000 each of A and B Warrants) with such A Warrants to expire on October 16, 2010 and B Warrants to expire on October 16, 2011.

• On July 23, 2009 a total of 4,000,000 warrants (2,000,000 each of A and B Warrants) were issued pursuant to the debt settlement agreements with such A Warrants to expire on July 23, 2010 and B Warrants to expire on July 23, 2011.

On July 28, 2010 the Company announced that, further to its news releases of March 24 and March 25, 2010, it closed a non-brokered private placement and received gross proceeds of US$180,000 for a total of 9,000,000 units of the Company. Each unit consisted of one common share of the Company and two share purchase warrants (an “A Warrant” and a “B Warrant”, respectively). Each A Warrant is exercisable to purchase one additional common share of the Company at an exercise price of US$0.03 until July 27, 2011 and each B Warrant is exercisable to purchase one additional common share of the Company at an exercise price of US$0.03 until July 27, 2012. A finder’s fee was payable on a small portion of the placement.

On July 29, 2010 the Company announced that it intended to undertake a non-brokered private placement of up to 11 million units at the price of $0.03 per unit for an aggregate gross proceeds of $330,000 (the “July 2010 Offering”). Each unit of the Offering was to consist of one common share of the Company and one common share purchase warrants of the Company (“Unit”). Each warrant will entitle the holder thereof to purchase one common share of the Company at the exercise price of $0.04 for a period of one year after the closing date of the July 2010 Offering. Up to 5.5 million of the unit shares were to be designated as Flow-Through Shares for the purposes of the Income Tax Act (Canada), at a price of $0.3 per Flow Through Share. The proceeds of the July 2010 Offering were used for working capital.

On July 29, 2010 the Company further announced that it arranged a convertible loan in the amount of $90,000 for a term of 24 months. The loan will bear simple interest of 10%, payable upon the earlier of maturity or conversion. Upon prior notice to the Company, the loan is convertible into units of the Company at a deemed price of $0.03 per unit, each unit consisting of one common share and one common share purchase warrant entitling the holder to acquire an additional common shares at $0.04 per share, exercisable for a period expiring one year from the conversion date of the loan.

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On August 4, 2010 the Company announced increases to the private placement and convertible loan announced July 29, 2010. The private placement was increased from 11 million unit to 14 million units for aggregate gross proceeds of $420,000 (of which up to 7 million of the unit shares will be designated as flow-through shares for the purposes of the Income Tax Act (Canada)) and the convertible loan was increased from $90,000 to $210,000.

On August 9, 2010 the Company granted its directors a total of 1,100,000 options at an exercise price of US$0.05. The options expire on August 6, 2015.

On October 4, 2010 the Company announced that it closed the first tranche of its non-brokered private placement announced July 29 and August 4, 2010 (proceeds of $343,950 from the sale of 11,465,000 Units). The Company also announced that it had completed the previously announced convertible loan transactions and issued convertible debentures for a total of $240,000 announced the same dates.

On July 29, 2011 the Company announced that it closed the final tranche of its non-brokered private placement announced July 29, August 4, and October 4, 2010 (proceeds of $72,000 from the sale of 2,300,000 flow-through Units and 100,000 non-flow through Units). Each warrant is exercisable to purchase one additional Common Share at an exercise price of US$0.04 until July 25, 2012. Further, the securities sold pursuant to the final tranche are subject to a hold period expiring November 26, 2011.

On November 16, 2011 the Company announced that it intended to undertake a non-brokered private placement of up to 6,000,000 units at the price of $0.03 per unit for an aggregate gross proceeds of $180,000 (the “November 2011 Offering”). Each unit will consist of one common share of the Company and one common share purchase warrant of the Company. Each warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of $0.035 for a period of one year from the closing date of the Offering. Up to 3,000,000 of the unit shares were to be designated as Flow-Through Shares for the purposes of the Income Tax Act (Canada), at a price of $0.03 per Flow Through Share. The Company may pay a finder’s fee on funds raised from certain subscribers. The completion of the Offering is subject to the execution of definitive documentation with investors. Insiders of the Company are participating in the private placement. Closing of the private placement is subject to the completion of subscription agreements with the investors. All securities held in connection with the private placement will be subject to a minimum four month hold period. The funds will be used for exploration and development of the Voisey’s Bay West Project property and working capital.

On January 10, 2012, the Company announced an increase to the November 2011 Offering from 6,000,000 units to 34,000,000 units and amended the price from $0.03 per unit to $0.025 per unit, for aggregate proceeds of $85,000. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of $0.035 for a period of 18 months from the closing date of the Offering. Up to 8,000,000 of the unit shares may be designated as Flow-Through Shares for the purposes of the Income Tax Act (Canada).

On March 19, 2012, the Company announced that it closed the previously announced non-brokered private placement and received proceeds of $85,000 from the sale of 3,400,000 Units of the Company. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant is exercisable to purchase one additional common share at an exercise price of $0.035 until September 13, 2013.

As of the date of this filing, the Company had outstanding obligations to issue up to 16,600,000 common shares, an aggregate of 14,800,000 common shares pursuant to share purchase warrants at a price ranging from $0.03 to $0.04, and expiring between July 25, 2012 and July 27, 2012, and an aggregate of 1,800,000 common shares pursuant to stock options at a price ranging from $0.04 to $0.065 per share, and expiring between October 6, 2013 and August 6, 2015. The stock options have all been issued under the Company’s share option plans.

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Critical Accounting Policies

The Company’s financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States. A summary of the differences between accounting principles generally accepted in Canada ("Canadian GAAP") and those generally accepted in the United States ("US GAAP"), which affect the Company, is contained in Note 2 of the financial statements.

Use of estimates

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

Cash and cash equivalents

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

Mineral property

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

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

Stock-based compensation

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

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

Income taxes

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

Asset Retirement Obligations

The Company follows CICA Handbook Section 3110 “Asset Retirement Obligations” which establishes standards for asset retirement obligations and associated retirement costs related to site reclamation and abandonment. The fair value of the liability for an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the life of the asset. The liability is increased over time to reflect an accretion element considered in the initial measurement at fair value. As at December 31, 2010 the Company has not incurred any significant asset retirement obligations related to the exploration and development of its mineral properties.

Financial instruments

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

Earnings (loss) per common share

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

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Foreign currency translation

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

Financial instruments - disclosures and presentation

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

Goodwill and intangible assets

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

C.             Research and Development, Patents and Licenses, etc.

Not applicable.

D.             Trend Information

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

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

E.             Off-Balance Sheet Arrangements

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

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F.             Tabular Disclosure of Contractual Obligations

	Payments due by period
		Less Than	One to Three	Three to	More than
Contractual Obligations	Total	One Year	Years	Five Years	Five Years
Related Party Accounts Payable(1)	9,512	9,512	-	-	-

⁽¹⁾ The accounts payable consists of $9,512 due to companies controlled by a shareholder of the Company with no stated terms.

G.             Safe Harbour

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

ITEM 6.               DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.             Directors and Senior Management

Michael Rosa, Director, President and Chief Executive Officer

Michael Rosa, age 78, who resides in Langley, British Columbia, Canada, has served as director of the Company since January 2003. Mr. Rosa is an experienced corporate director and has been involved in natural resource projects and other entrepreneurial activities. Mr. Rosa drilled 17 oil wells in Texas and has been involved in two gold projects (one in Oregon and the other in British Columbia). His resource experience is beneficial in assisting the Company in the development of the Gandhamardan Project and also in evaluating other resource projects that may be presented to the Company. Mr. Rosa is not an officer or director of any other company.

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

Paul Preston – Director and Chief Financial Officer

Paul Preston, age 78, who resides in Abbotsford, British Columbia, Canada, has served as director and CFO of the Company since April 2009. Mr. Preston is an experienced corporate director and has been an administrator for both public and private companies. He also has experience with property management. Mr. Preston was previously the president of a publically traded mining exploration company and this experience, combined with his administrative experience, is beneficial to the Company. Mr. Preston is also the director of a private company that is involved in the construction industry.

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

Nicole Bouthillier, Director

Nicole Bouthillier, age 61, has been an independent business consultant in Montreal since 2001. Prior to starting her own consulting business she worked for Scotia McLeod as an Investment Executive starting with them in 1987. Ms. Bouthillier became a director of the Company in November 2005.

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

B.             Compensation

On October 1, 2009 the Company entered into management services contracts with Mr. Rosa and Mr. Preston (see “Material Contracts”). Prior to this the Company had no standard arrangement pursuant to which officers are compensated by the Company for their services in their capacity as officers other than the unissued shares reserved for the grant of stock options. Total consideration of $48,000 was paid and accrued to officers of the Company during the Company’s financial year ended December 31, 2010, compared with $31,000 payable to directors and/or officers during the Company’s financial year ended December 31, 2009. As of the date of this filing, $63,250 of such compensation to the Company’s officers and directors remains outstanding.

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

The Company’s shareholders approved at the Annual General Meeting in August 2005 the issuance of options to the Company’s officers and directors to purchase 400,000 common shares at $0.25 expiring on August 21, 2010. During 2010, 200,000 of such shares have expired and no options were exercised.

On August 9, 2010, the board of directors approved the issuance of options to the Company’s officers and directors to purchase 1,100,000 shares at $0.05 expiring on August 6, 2015.

Summary Compensation Table

During the Company’s financial year ended December 31, 2011, the aggregate direct remuneration payable to the Company’s directors and executive officers by the Company and its subsidiaries, all of whose financial statements are consolidated with those of the Company, was $51,000. The compensation paid to the Company’s directors and officers during the most recently completed financial year is as set out below:

Name and Principal Position	Year	Annual Compensation			Long Term Compensation			All Other Compen- sation ($)
					Awards		Payouts
		Salary ($)	Bonus ($)	Other Annual Compen -sation ($)	Securities Under Options Granted (#)	Restricted Shares or Restricted Share Units (#)	LTIP Payouts ($)
Michael Rosa President and Chief Executive Officer, Director	2011	30,000	Nil	Nil	Nil	Nil	Nil	Nil
Paul Preston Chief Financial Officer, Director	2011	21,000	Nil	Nil	Nil	Nil	Nil	Nil
Nicole Bouthillier Director	2011	Nil	Nil	Nil	Nil	Nil	Nil	Nil

No stock options were exercised during 2011. See “Share Ownership” below for more information on the Company’s outstanding stock options.

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C.             Board Practices

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

D.             Employees

The Company has no employees other than its officers and directors. The Company has two directors/officers involved in management and administration of the Company, Mr. Michael Rosa and Mr. Paul Preston, both of which have entered into management consulting contracts with the Company (see “Material Contracts”).

E.             Share Ownership

Common Shares

Security Holdings of Directors and Officers

Name of Insider	Shares owned or beneficially controlled	Percentage of 143,746,070 outstanding common shares as of the date of this filing
Michael Rosa	438,000(1)	(4)
Paul Preston	423,000(3)	(4)
Nicole Bouthillier	50,000(2)	(4)
TOTAL:	911,000

(1)	In addition, Mr. Rosa holds 200,000 options with an exercise price of US$0.065 expiring on August 20, 2014 and 400,000 options with an exercise price of US$0.05 expiring on August 6, 2015.
(2)	In addition, Ms. Bouthillier holds 100,000 options with an exercise price of US$0.065 expiring on August 20, 2014 and 300,000 options with an exercise price of US$0.05 expiring on August 6, 2015.
(3)	In addition, Mr. Preston holds 200,000 options with an exercise price of US$0.065 expiring on August 20, 2014 and 400,000 options with an exercise price of US$0.05 expiring on August 6, 2015.
(4)	Less than 1%.

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Options:

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

Under the 2010 Stock Option Plan
Name of Officer/Director	Amount of Securities	Exercise Price	Expiration Date For Options	Percentage of Total Options Issued
Michael Rosa	200,000	US$0.065	August 20, 2014
	400,000	US$0.05	August 6, 2015	33.33
Nicole Bouthillier	100,000	US$0.065	August 20, 2014
	300,000	US$0.05	August 6, 2015	22.22
Paul Preston	200,000	US$0.065	August 20, 2014
	400,000	US$0.05	August 6, 2015	33.33
Total	1,600,000		-

Stock Option Plans and Long-Term Incentive Plan Awards

At the Company’s annual general meeting held on December 22, 2010, the Company adopted a new stock option plan (the “OptionPlan”) to replace its 2004 Stock Option Plan. The Company has not in the past adopted any stock option plans, retirement, pension, or profit sharing plans for the benefit of the Company’s officers and directors other than as described herein. However, the Company has granted incentive stock options on an individual basis to provide compensation for performance.

2010 Stock Option Plan

In 2004 the shareholders of the Company approved the adoption of the 2004 stock option plan (the “2004Plan”). The 2004 Plan was a fixed plan in which 3,000,000 Common Shares were reserved for issuance.

Considering that the Company may pursue a listing on a Canadian stock exchange and that the policies of such exchange will likely require all of its listed companies to have a stock option plan if the Company intends to grant options; and, in order to increase the flexibility of the Company to provide incentives to directors, officers, employees, management and others who provide services to the Company, the Board approved a new rolling share option plan (the “Option Plan”) on November 1, 2010 to replace the Existing Plan. The Option Plan requires shareholder approval for continuation at every annual meeting of the Company by ordinary resolution and was approved for adoption at the Company’s 2010 AGM held in December 2010.

The Option Plan, is a rolling plan, and a maximum of ten percent (10%) of the issued and outstanding Common Shares of the Company at the time an option is granted, less Common Shares reserved for issuance on exercise of options then outstanding under the New Plan, are reserved for options to be granted at the discretion of the Board to eligible optionees (an “Optionee”). When the Option plan was approved at the 2010 AGM, all outstanding options under the 2004 Plan were rolled into and deemed granted under the Option Plan.

The Option Plan is subject to the following restrictions:

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(a)	The Company must not grant an option to any one director, employee, consultant, or consultant company (the “Service Provider”) in any twelve (12) month period that exceeds five percent (5%) of the outstanding shares, unless the Company has obtained by a majority of the votes cast by the shareholders of the Company eligible to vote at a shareholders’ meeting, excluding votes attaching to shares beneficially owned by Insiders and their Associates (“Disinterested Shareholder Approval”);
(b)	The aggregate number of options granted to a Service Provider conducting Investor Relations Activities in any twelve (12) month period must not exceed two percent (2%) of the outstanding shares calculated at the date of the grant, if applicable, without the prior consent of the stock exchange the Company is listed on;
(c)	The Company must not grant an option to a Consultant in any twelve (12) month period that exceeds two percent (2%) of the outstanding shares calculated at the date of the grant of the option;
(d)	The aggregate number of Common Shares reserved for issuance under options granted to insiders must not exceed ten percent (10%) of the outstanding shares (in the event that the New Plan is amended to reserve for issuance more than ten percent (10%) of the outstanding shares) unless the Company has obtained Disinterested Shareholder Approval to do so;
(e)	The number of optioned shares issued to insiders in any twelve (12) month period must not exceed ten percent (10%) of the outstanding shares (in the event that the New Plan is amended to reserve for issuance more than ten percent (10%) of the outstanding shares) unless the Company has obtained Disinterested Shareholder Approval to do so;
(f)	The exercise price of an option previously granted to an insider must not be reduced, unless the Company has obtained Disinterested Shareholder Approval to do so.

Material Terms of the New Plan

The following is a summary of the material terms of the Option Plan:

(a)	Persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options under the Option Plan;
(b)	Options granted under the Option Plan are non-assignable and non-transferable and are issuable for a period of up to ten (10) years;
(c)	For options granted to Service Providers, the Company must ensure that the proposed Optionee is a bona fide Service Provider of the Company or its affiliates;
(d)	an Option granted to any Service Provider will expire within one year (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company;

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(e)	if an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;
(f)	in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;
(g)	the exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Discounted Market Price (as defined in the Option Plan);
(h)	vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period; and
(i)	The Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Option Plan with respect to all Option Plan shares in respect of options which have not yet been granted under the Option Plan.

The Board has determined that, in order to reasonably protect the rights of participants, as a matter of administration, it is necessary to clarify when amendments to the Option Plan may be made by the Board without shareholder approval. At the 2010 AGM shareholders of the Company approved that the Board may, without shareholder approval:

(a)	amend the Option Plan to correct typographical, grammatical or clerical errors;
(b)	change the vesting provisions of an option granted under the Option Plan, subject to prior written approval of whatever stock exchange the Company may be listed on, if applicable;
(c)	change the termination provision of an option granted under the Option Plan if it does not entail an extension beyond the original expiry date of such option;
(d)	make such amendments to the Option Plan as are necessary or desirable to reflect changes to securities laws applicable to the Company;
(e)	if applicable, make such amendments as may otherwise be permitted by the policies of whatever stock exchange the Company is listed on;
(f)	if the Company becomes listed or quoted on a stock exchange or stock market senior to whatever stock exchange the Company is currently listed on, make such amendments as may be required by the policies of such senior stock exchange or stock market; and
(g)	amend the Option Plan to reduce the benefits that may be granted to Service Providers.

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The Committee

The Option Plan provides for the granting by a committee of the Board of Directors of the Company (the “Committee”) who will be Option Plan administrators of Options to directors, officers, employees and consultants of the Company. The Committee administers and interprets the Option Plan and has authority to grant Options to all eligible persons.

Stock Subject To The Option Plan

The total number of common shares allotted and reserved for issuance under the Option Plan is a maximum of ten percent (10%) of the issued and outstanding Common Shares of the Company at the time of the grant of common share purchase options. At the time of this filing, a total of 14,374,607 common shares were available for option grants pursuant to the Option Plan. Such common shares will be reserved for Options to be granted at the discretion of the Committee. Options to purchase an aggregate of 1,800,000 common shares, representing 1.25% of the issued and outstanding capital as of the date hereof, have been granted under the Option Plan and are outstanding as of the date of this filing, leaving a balance of 12,574,607 available for further grants.

On August 6, 2010, the board of directors approved the issuance of options to the Company’s officers and directors to purchase 1,100,000 shares at $0.05 expiring on August 6, 2015.

ITEM 7.             MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.             Major Shareholders

Perial Ltd. holds 25,000,000 common shares or 17.39% of all issued and outstanding shares as of the date of this filing. There are currently no agreements in place that could result in a change of control of the Company. The common shares held by Perial do not have different voting rights than those held by other shareholders. As of the date of this filing, the total number of common shares held by US residents is 43,960,414, or 30.22% of all issued and outstanding common shares of the Company, with such shares being held by 119 record holders. As of the date of this filing, the total number of common shares held by Canadian residents is 98,025,001, or 68.19% of all issued and outstanding common shares of the Company, with such shares being held by 255 record holders.

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

Name and address of owner	Number of Shares	Position	Percent of Class as of the date of this filing
Perial Ltd. 191 Eglinton Avenue East Suite 302 Toronto, Ontario Canada M4P 1K1	25,000,000	Shareholder	17.39%

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B.             Related Party Transactions

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

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

• At December 31, 2011, the Company had outstanding payables to related parties for services rendered totalling $9,512 and for 2010, 9,512.

C.             Interests of Experts and Counsel

Not applicable.

ITEM 8.               FINANCIAL INFORMATION

A.             Consolidated Statements and Other Financial Information

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

Legal Proceedings

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

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

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On March 29, 2004, an action was brought by Roderick Christie against the Company in the Supreme Court of British Columbia. The Statement of Claim alleged that Christie acquired 260,000 shares of the Company from Balaton Power Corporation S.A. and that the Company had an obligation to transfer these shares to Mr. Christie, despite the Company refusing to do so. Mr. Christie sought $260,000 in damages or 260,000 common shares in the Company plus that amount of Canadian currency that was equal to the difference between the price at which the shares are trading at the time of delivery and $1.00. On October 7, 2009, the Company and Mr. Christie entered into a settlement agreement and release whereby the Company paid Mr. Christie the sum of $12,000 for full settlement and release of the action.

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

On July 17, 2009, upon filing of the required records by the Company, the British Columbia Securities Commission (the “Commission”) granted a full revocation of the cease trade order issued by the Commission against the Company dated May 12, 2009 (the “2009 CTO”). The 2009 CTO had been imposed by the Commission due to deficiencies identified in the Company’s filings for the year ended December 31, 2008. All of the Company’s continuous disclosure documents can be reviewed on SEDAR.

On October 2, 2009, the Company announced that its wholly owned subsidiary, CRL, entered into an agreement in settlement of the litigation with VISA. Under the terms of the settlement CRL settled all outstanding disputes with VISA and thereby reinstated its agreement dated February 15, 2005, whereby VISA (as to 74%) and CRL (as to 26%) will establish a corporation in the State of Orissa, India to jointly develop the Gandhamardan Project. Under the terms of the agreement CRL will receive from VISA incremental cash payments, upon the achievement of certain milestones during the development of the Gandhamardan Project.

On May 10, 2010, the Commission issued a cease trade order against the Company relating to the Company’s failure to file continuous disclosure prescribed by securities law (the “2010 CTO”). On July 8, 2010, upon filing of the required records by the Company, the British Columbia Securities Commission (the “Commission”) granted a full revocation of the 2010 CTO.

On May 10, 2011 the Commission issued a cease trade order against the Company relating to the Company’s failure to file continuous disclosure prescribed by securities law (the “2011 CTO”). On June 23, 2011, upon filing of the required records by the Company, the Commission granted a full revocation of the 2011 CTO.

On May 8, 2012 the Commission issued a cease trade order against the Company relating to the Company’s failure to file continuous disclosure prescribed by securities law (the “2012 CTO”). As of the date of this filing, the Company is endeavouring to file such required continuous disclosure to obtain a revocation of the 2012 CTO from the Commission.

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Except as otherwise mentioned above, the Company met its obligations in each of the above mentioned settlements in a timely manner.

Dividends Policy

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

B.             Significant Changes

None.

ITEM 9.               THE OFFER AND LISTING

A.             Offer and Listing Details

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

	2011	2010	2009	2008	2007
High (U.S. $)	$0.1040	$0.105	$0.22	$0.23	$0.50
Low (U.S. $)	$0.0215	$0.031	$0.01	$0.01	$0.16

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

			2011				2010
	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4
High (U.S. $)	$0.104	$0.080	$0.0600	$0.044	$0.090	$0.049	$0.095	$0.1050
Low (U.S. $)	$0.045	$0.041	$0.0215	$0.0265	$0.031	$0.035	$0.034	$0.0316

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

	May 2012	April	Mar	Feb	Jan 2012	Dec
		2012	2012	2012		2011
High (U.S. $)	$0.030	$0.035	$0.045	$0.0430	$0.047	$0.0375
Low (U.S. $)	$0.006	$0.020	$0.030	$0.0305	$0.031	$0.0281

B.             Plan of Distribution

Not applicable.

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C.             Markets

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

D.             Selling Shareholders

Not applicable.

E.             Dilution

Not applicable.

F.             Expenses of the Issue

Not applicable.

ITEM 10.             ADDITIONAL INFORMATION

A.             Share Capital

Not applicable.

B.             Memorandum and Articles of Association

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

C.            Material Contracts

Joint Venture Agreement dated April 18, 1997

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

Stock Exchange Agreement dated September 30, 2002

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

Settlement Agreement and Mutual Release of Claims dated September 23, 2009

On September 23, 2009, CRL, the Company’s wholly-owned subsidiary, and VISA entered into a settlement and mutual release agreement (the “SettlementAgreement”) dated September 23, 2009. Among other things, the Settlement Agreement provides that the parties agree to settle all outstanding disputes between themselves and reinstate the consortium agreement between CRL and VISA dated February 15, 2005, under which VISA and CRL were to establish a corporation in the State of Orissa, India to jointly develop the Gandhamardan Bauxite Project.

Purchase of Options Right Agreement dated July 27, 2010 and amended March 3, 2011

On July 27, 2010, the Company and JAL entered into a purchase of rights option agreement (the “Options Right Agreement”) with JAL pursuant to which the Company purchased the right (the “Right”) to enter into an option agreement with JAL and obtain two property options relating to three mineral rights licences comprising 200 claims and approximately 5,000 hectares comprising the Voisey’s Bay West Project. On March 4, 2011 the parties entered into an amended and restated purchase of rights option agreement to amend the Options Rights Agreement (the “Amended and Restated Purchase of Options Right Agreement”).

Option Agreement dated March 4, 2011

On March 4, 2011 the Company elected to exercise the Right as provided under the Options Right Agreement, as amended, made the required payment to JAL and entered into an option agreement (the “Option Agreement”) with JAL pursuant to which the Company can acquire up two property options to an undivided an 80% interest in the Voisey’s Bay West Project. The Option Agreement was amended on December 21, 2011 (see “The Amended Option Agreement – Voisey’s Bay West Project”).

ManagementServicesAgreements

Effective October 1, 2009 the Company entered into an agreement with Michael Rosa relating to his services to the Company as Chief Executive Officer.

Effective October 1, 2009 the Company entered into an agreement with Paul Preston relating to his services to the Company as Chief Financial Officer.

D.             Exchange Controls

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

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

(a)	encourage investment in Canada that contributes to economic growth and employment; and
(b)	provide for the review of significant investments in Canada by non-Canadians to ensure such benefit to Canada.

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

(a)	direct acquisition of control of an existing Canadian business with assets of five million dollars or more by a non-WTO investor;
(b)	indirect acquisition of an existing Canadian business with assets of fifty million dollars or more by a non-WTO investor;
(c)	indirect acquisition of control of an existing Canadian business with assets of five million dollars or more where the assets of the Canadian business being acquired exceed 50% of the total assets involved in the worldwide transaction;
(d)	direct acquisition of control of an existing Canadian business with assets of $281 million dollars or more by a WTO investor; and
(e)	investments in prescribed areas related to cultural heritage or national identity where the discretionary authority to review is exercised

E.             Taxation

Material Canadian Federal Income Tax Consequences for United States Residents

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

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

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

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

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

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

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

Dividends

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

Disposition

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

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

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

United States Tax Consequences

United States Federal Income Tax Consequences

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

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

U.S. Holders

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

Distribution on Common Shares of the Company

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

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

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

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

Foreign Tax Credit

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

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Disposition of Common Shares of the Company

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

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

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

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

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

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

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

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

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

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

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

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market annually (a “mark-to-market election”). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above.

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

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

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

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

69

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

Controlled Foreign Corporation

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

F.             Dividends and Paying Agents

Not applicable.

G.             Statement by Experts

Not applicable.

70

H.             Documents on Display

Exhibits attached to this Annual Report are also available for viewing at the offices of the Company at Suite 206, 20257 54^th Avenue, Langley, British Columbia V3A 3W2 or on request of the Company at the same address, attention: Corporate Secretary. Copies of the Company’s financial statements and other continuous disclosure documents required under the British ColumbiaSecurities Act are available for viewing on the internet atwww.SEDAR.com, and copies of the Company’s continuous disclosure under the U.S. Exchange Act are available for viewing on the internet at www.sec.gov.

I.             Subsidiary Information

Not applicable.

ITEM 11.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 12.             DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.             Debt Securities

Not applicable.

B.             Warrants and Rights

Not applicable.

C.             Other Securities

Not applicable.

D.             American Depositary Shares

Not applicable.

PART II

ITEM 13.             DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

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

None.

ITEM 15.             CONTROLS AND PROCEDURES

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2010, pursuant to Rule 13a-15(b) promulgated under the Exchange Act. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2010.

71

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act. Management (under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer) assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, management used the framework set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, our management concluded that, as of December 31, 2010, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Our management's report is not subject to attestation by the Company’s registered public accounting firm.

Changes in Internal Control over Financial Reporting

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

ITEM 16.             [RESERVED]

ITEM 16A.           AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 16B.           CODE OF ETHICS

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

72

ITEM 16C.           PRINCIPAL ACCOUNTANT FEES AND SERVICES

	Year ending December 31, 2011	Year ending December 31, 2010
Audit fees	$30,000	$32,161
Audit-related fees	-	-
Tax fees	-	-
All other fees	-	-
Total fees billed	$30,000	$32,161

A.             Audit Fees

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

B.             Audit-Related Fees

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

C.             Tax Fees

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

D.             All Other Fees

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

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

Not applicable.

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

None.

ITEM 16F.           CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

73

ITEM 16G.           CORPORATE GOVERNANCE

Not applicable.

74

PART III

ITEM 17.             FINANCIAL STATEMENTS

This Annual Report on Form 20-F includes the Company’s audited financial statements for the years ended December 31, 2011, 2010 and 2009, including the following:

1.	Report of Independent Registered Public Accounting Firm.
2.	Consolidated Balance Sheets as at December 31, 2011 and December 31, 2010.
3.	Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009.
4.	Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009.
5.	Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2011, 2010 and 2009.
6.	Notes to the Consolidated Financial Statements.

ITEM 18.             FINANCIAL STATEMENTS

Not applicable.

75

ITEM 19.             EXHIBITS

The following financial statements, related schedules and exhibits are included in this Annual Report:

EXHIBIT NUMBER	DESCRIPTION OF EXHIBIT
4.1	Stock Exchange Agreement dated September 30, 2002 between Balaton Power Inc. and Perial Ltd.(1)
4.2	Stock Option Plan dated for reference November 1, 2010(3)
4.3	Settlement and Mutual Release Agreement dated September 23, 2009 between Continental Resources (USA) Ltd. and VISA International Ltd.(2)
4.4	Purchase of Options Right Agreement dated July 27, 2010, as amended and restated March 3, 2011, between Balaton Power Inc. and JAL Exploration Inc.(3)
4.5	Option Agreement dated March 4, 2011 between Balaton Power Inc. and JAL Exploration Inc.(3)
4.6	Management Services Agreement dated effective October 1, 2009 between Balaton Power Inc. and Michael Rosa(2)
4.7	Management Services Agreement dated effective October 1, 2009 between Balaton Power Inc. and Paul Preston(2)
4.8	Amended and Restated Option Agreement dated December 21, 2011 between Balaton Power Inc. and JAL Exploration Inc.
12.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(4)
12.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(4)
13.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(4)

(1)	Filed as an exhibit to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2003 (SEC File No. 000-32255) filed on July 15, 2004, and incorporated by reference herein.
(2)	Filed as an exhibit to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009 (SEC File No. 000-32255) filed on June 28, 2010, and incorporated by reference herein.
(3)	Filed as an exhibit to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2010.
(4)	Filed as an exhibit to this Annual Report on Form 20-F for the fiscal year ended December 31, 2011.

76

- 77 -

SIGNATURES

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

BALATON POWER INC.

/s/ Paul Preston
Paul Preston
Chief Financial Officer

DATED: May 31, 2012

77

BALATON POWER INC.

Consolidated Financial Statements
(Expressed in US Dollars)

December 31, 2011 and 2010

Balaton Power Inc.

Consolidated Financial Statements

(Expressed in US Dollars)

Index

	Page
Report of independent registered public accounting firm	1
Consolidated balance sheet	2
Consolidated statements of operations	3
Consolidated statements of cash flows	4
Consolidated statements of stockholders' equity (deficit)	5
Notes to consolidated financial statements	6-22

Page 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Balaton Power, Inc.
Langley, British Columbia, Canada

We have audited the accompanying consolidated balance sheets of Balaton Power, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2011. Balaton Power Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Balaton Power, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has no revenues from operations and has substantial accumulated deficit and working capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The 2011 and 2010 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KWCO, PC

KWCO, PC
(formerly Killman, Murrell & Company, P.C.)
Odessa, Texas
June 1, 2012

Page 2

Balaton Power Inc.

Consolidated Balance Sheets

As at December 31, 2011 and 2010

(Expressed in US Dollars)

		2011			2010
ASSETS
Current
Cash	$	52,401		$	32,357
Accounts receivable		25,592			34,537
Total current assets		77,993			66,894
Voisey's Bay property		823,072			369,304
Total assets	$	901,065		$	436,198
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current
Accounts payable and accrued liabilities	$	415,323		$	417,072
Accounts payable - related parties		9,512			9,512
Convertible debentures payable (Note 12)		240,000			-
Share subscriptions received		54,000			-
Total current liabilities		718,835			426,584
Convertible debentures payable (Note 12)		-			240,000
Total current liabilities		718,835			666,584
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value, unlimited shares authorized,      137,846,070 and 123,941,070 shares issued and outstanding,      respectively		6,630,848			6,024,026
Additional paid in capital		3,049,240			3,014,462
Deficit		(9,497,858	)		(9,268,874	)
Total stockholders' equity (deficit)		182,230			(230,386	)
Total liabilities and stockholders' equity (deficit)	$	901,065		$	436,198

Approved by the Board

Director"Paul Preston"	Director"Michael Rosa"
"Signed"	"Signed

Page 3

Balaton Power Inc.

Consolidated Statements of Operations

For the Years Ended December 31, 2011, 2010 and 2009

(Expressed in US Dollars)

		2011			2010			2009
Revenue	$	-		$	-		$	-
Expenses
Professional fees		101,068			196,497			124,512
Administration and general		99,916			148,400			86,958
Stock based compensation		-			78,257			34,997
Consulting fees		4,000			11,487			50,500
Lawsuit settlement		-			-			111,640
		204,984			434,641			408,607
Other income (expense)		(204,984	)		(434,641	)		(408,607	)
Interest expense		(24,000	)		(7,276	)		-
Forgiveness of debt		-			-			182,653
Net loss	$	(228,984	)	$	(441,917	)	$	(225,954	)
Loss per common share - Basic and diluted	$	0.00		$	0.00		$	0.00
Weighted average number of common shares outstanding		132,203,153			107,322,737			87,817,209

Page 4

Balaton Power Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2011, 2010 and 2009

(Expressed in US Dollars)

		2011			2010			2009
Operating activities
Net loss	$	(228,984	)	$	(441,917	)	$	(225,954	)
Adjustment to reconcile net loss to net cash used in operations
Stock based compensation		-			76,757			34,997
Stock issued for finder's fees		-			1,500			-
Stock issued for consulting		4,000			-			-
Forgiveness of debt		-			-			(182,653	)
Changes in operating assets and liabilities
Accounts receivable		8,947			(31,536	)		-
Accounts receivable - related parties		-			28,906			-
Accounts payable and accrued liabilities		(1,751	)		60,510			163,104
Accounts payable - related parties		-			(313,506	)		(84,591	)
Cash used in operating activities		(217,788	)		(619,286	)		(295,097	)
Investing activities
Voisey's Bay investment		(153,768	)		(249,304	)		-
Cash used in investing activities		(153,768	)		(249,304	)		-
Financing activities
Cash overdraft		-			-			(75	)
Convertible debentures		-			240,000			-
Common stock sold		72,000			512,949			210,000
Warrants exercised		265,600			135,000			98,170
Share subscriptions received		54,000			-			-
		391,600			887,949			308,095
Net increase		20,044			19,359			12,998
Cash, beginning of year		32,357			12,998			-
Cash, end of year	$	52,401		$	32,357		$	12,998
Supplemental disclosure of cash flow information:
Cash paid during the year for income taxes	$	-		$	-		$	-
Cash paid during the year for interest	$	-		$	1,161		$	-

Page 5

Balaton Power Inc.

Consolidated Statement of Stockholders' Equity (Deficit)

For the Years Ended December 31, 2011, 2010 and 2009

(Expressed in US Dollars)

	Common Shares				Paid-in		Accumulated
	Number		No Par Value		Capital		(Deficit)			Total
Balances as of December 31, 2008	83,453,737	$	5,537,404	$	2,251,710	$	(8,601,003	)	$	(811,889	)
Share units issued in private placement	7,000,000		36,288		173,712		–			210,000
Shares issued in settlement of debt	2,000,000		8,105		51,895		–			60,000
Shares issued in exercise of warrants	3,272,333		98,170		–		–			98,170
Stock-based compensation	–		–		34,997		–			34,997
Net (loss) for the year ended    December 31, 2009	–		–		–		(225,954	)		(225,954	)
Balance as of December 31, 2009	95,726,070		5,679,967		2,512,314		(8,826,957	)		(634,676	)
Share units issued in private placement    for cash (net of finders’ fees)	20,665,000		88,593		424,357		–			512,950
Shares issued per JAL agreement	3,000,000		120,000		–		–			120,000
Shares issued in exercise of warrants	4,500,000		135,000		–		–			135,000
Stock-based compensation	–		–		76,757		–			76,757
Finders’ fees	50,000		466		1034		–			1,500
Net (loss) for the year ended    December 31, 2010	–		–		–		(441,917	)		(441,917	)
Balance as of December 31, 2010	123,941,070		6,024,026		3,014,462		(9,268,874	)		(230,386	)
Shares issued per Voisey’s Bay    Option agreement	3,000,000		300,000		–		–			300,000
Shares issued in exercise of warrants	8,405,000		265,600		–		–			265,600
Shares issued in private placements for cash	2,400,000		37,222		34,778		–			72,000
Shares issued to a consultant	100,000		4,000		–		–			4,000
Net (loss) for the year ended    December 31, 2011	–		–		–		(228,984	)		(228,984	)
Balance as of December 31, 2011	137,846,070	$	6,630,848	$	3,049,240	$	(9,497,858	)	$	182,230

Page 6

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

1.	Incorporation and nature of operations
	Balaton Power, Inc. ("Balaton" or the "Company") was incorporated under the British Columbia Business Corporation Act under the laws of the Province of British Columbia on June 25, 1986. On October 31, 2002, Continental Resources (USA) LTD. (“CRL”) became a wholly-owned subsidiary of Balaton. CRL was originally incorporated in July of 1997 under the laws of the State of Delaware, USA and was reincorporated in July of 2004 under the laws of the state Nevada, USA.
	The Company's principal business is focused on the exploration of a bauxite deposit in the State of Orissa in India and the exploration of its Voisey Bay property in northern Labrador, Canada. The Company is currently seeking approval from the State of Orissa Government for a joint venture agreement relating to the bauxite deposit.
2.	Basis of presentation and going concern uncertainty
	The accompanying consolidated financial statements include the accounts of Balaton and CRL (collectively the “Company”). All inter-company balances and transactions have been eliminated in consolidation.
	The Company has prepared its consolidated financial statements in conformity with generally accepted accounting principles of the United States of America since 2009. Prior to 2009, the Company prepared its consolidated financial statements in accordance with Canadian generally accepted accounting principles. In the years 2008 and before there were no accounting differences in U.S. and Canadian GAAP. Had the financial statements been presented in Canadian GAAP for the year ended December 31, 2009, there would have been a decrease in additional paid-in capital and an increase in common stock of $364,538 for the exercise of the 3,272,333 warrants.
	The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company’s continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values.
	Going concern uncertainty
	These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. These financial statements do not include adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.
	Accounting estimates
	The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Page 7

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

3.	Significant accounting policies
	Cash and cash equivalents
	Cash and cash equivalents include deposits at Canadian and United States financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
	Mineral property
	Costs related to the acquisition, exploration, development and inherent costs to the management of the mineral properties are capitalized by property until the commencement of commercial production. If commercially profitable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized on the unit of production method. If it is determined that capitalized acquisition, exploration and development costs are not recoverable over the estimated economic life of the property, or the project is abandoned, the project is written down to its net realizable value. Recovery of the amounts recorded under mineral properties is dependent upon the ability of the Company to obtain the financing needed to complete the development, and future profitable production or proceeds from the disposal thereof. The amount shown for mineral property does not necessarily reflect future or present values.
	Stock-based compensation
	The Company records stock-based compensation in accordance with ASC 718 "Compensation-Stock Compensation", which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. The model is affected by the Company's stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.
	Earnings (loss) per share
	Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the calculation of diluted net income (loss) per share, the basic weighted average number of shares is increased by the dilutive effect of stock options determined using the treasury stock method. However, if it is anti-dilutive, the dilutive effect of the stock options is not included in the calculation of diluted net income (loss) per share. Stock options with exercise prices exceeding current market prices that were excluded from the computation of net income (loss) per share amounted to approximately 1,800,000 shares, 1,600,000 shares and 700,000 shares for the fiscal year ended December 31, 2011, 2010 and 2009 respectively.

Page 8

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

3.	Significant accounting policies(cont'd)
	Foreign currency translation
	The Company uses the United States Dollar as its functional currency. The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (ASC 830). Monetary assets and liabilities denominated in foreign currencies are translated into United States Dollars at the period-end exchange rates. Non-monetary assets and liabilities are translated at the historical rates in effect when the assets were acquired or obligations incurred. Transactions occurring during the period are translated at rates in effect at the time of the transaction. The resulting foreign exchange gains and losses are included in operations.
	Fair value of financial instruments
	ASC 820 “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
	Level 1 - Quoted prices in active markets for identical assets or liabilities;
	Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricings.
	The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. Pursuant to ASC 820, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
	The following table illustrates the classification of the Company's financial instruments recorded at fair value within the fair value hierarchy as at December 31, 2011 and 2010:

2011
		Level 1		Level 2		Level 3		Total
Stock warrants	$	–	$	34,778	$	–	$	34,778
Common shares		304,000		–		–		304,000
2010
Stock warrants		–		425,391		–		425,391
Stock options		–		76,757		–		76,757
Common shares		120,466		–		–		120,466

There were no financial instruments categorized in Level 3 for the years ended December 31, 2011 and 2010. There were no transfers between levels during fiscal year 2011. The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk and interest risk.

Page 9

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

3.	Significant accounting policies(cont'd)
	Currency risk
	The Company's property interests in India and Canada make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company's financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the US Dollar, the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks.
	Credit risk
	The Company's cash and cash equivalents are held in Canadian and U.S. financial institutions. The Company does not have any asset-backed commercial paper in its cash and cash equivalents. The Company's accounts receivable consists primarily of goods and services tax due from the federal government of Canada.
	Liquidity risk
	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.
	Accounts payable and accrued liabilities and advances payable are due within the current operating period.
	Interest rate risk
	Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline in the fair value of the cash and cash equivalents is limited because they are generally held to maturity.
	Concentration of credit risk
	The Company places its cash and cash equivalent with high credit quality financial institution.
	Income taxes
	The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Page 10

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

3.	Significant accounting policies(cont'd)
	New Accounting Pronouncements
	In December 2011, the Financial Accounting Standards Board ("FASB") issued ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11"). ASU 2011-11 enhances current disclosures about financial instruments and derivative instruments that are either offset on the statement of financial position or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial position. Entities are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared on the basis of U.S. GAAP and financial statements prepared on the basis of IFRS. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 is not expected to have a material impact on the Company's financial position or results of operations.
	In September 2011, the FASB issued Accounting Standards Update No. 2011-08 ("ASU 2011-08"), which updates the guidance in ASC Topic 350, Intangibles – Goodwill & Other. The amendments in ASU 2011-08 permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. If, after assessing the totality of events or circumstances, an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments in ASU 2011-08 include examples of events and circumstances that an entity should consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the examples are not intended to be all-inclusive and an entity may identify other relevant events and circumstances to consider in making the determination.
	The examples in this ASU 2011-08 supersede the previous examples under ASC Topic 350 of events and circumstances an entity should consider in determining whether it should test for impairment between annual tests, and also supersede the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to perform the second step of the impairment test. Under the amendments in ASU 2011-08, an entity is no longer permitted to carry forward its detailed calculation of a reporting unit's fair value from a prior year as previously permitted under ASC Topic 350. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. ASU 2011-08 is not expected to have a material impact on the Company's financial position or results of operations.
	In May 2011, the FASB issued Accounting Standards Update 2011-04 ("ASU 2011-04"), which updated the guidance in ASC Topic 820, Fair Value Measurement. The amendments in ASU 2011-04 generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. ASU 2011-04 results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards. The amendments in ASU 2011-04 are to be applied prospectively. For public entities, the amendments are effective for interim and annual periods beginning after December 15, 2011, and early application is not permitted. ASU 2011-04 is not expected to have a material impact on the Company's financial position or results of operations.

Page 11

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

3.	Significant accounting policies(cont'd)
	New Accounting Pronouncements(cont'd)
	In December 2010, the FASB issued ASU 2010-29, "Business Combinations (ASC Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations" ("ASU 2010-29"). The amendments in ASU 2010-29 affect any public entity as defined by ASC Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments in ASU 2010-29 specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in ASU 2010-29 are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of ASU 2010-29 did not have a material impact on the Company's results of operations or financial condition.
	In December 2010, the FASB issued ASU 2010-28, "Intangibles — Goodwill and Other (ASC Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts" ("ASU 2010-28"). The amendments in ASU 2010-28 modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance and examples, which require that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
	For public entities, the amendments in ASU 2010-28 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The adoption of ASU 2010-28 did not have a material impact on the Company's results of operations or financial condition.
	In April 2010, the FASB issued ASU 2010-17, "Revenue Recognition — Milestone Method" ("ASU 2010-17"). ASU 2010-17 provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The following criteria must be met for a milestone to be considered substantive: the consideration earned by achieving the milestone should (i) be commensurate with either the level of effort required to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone; (ii) be related solely to past performance; and (iii) be reasonable relative to all deliverables and payment terms in the arrangement. No bifurcation of an individual milestone is allowed and there can be more than one milestone in an arrangement. Accordingly, an arrangement may contain both substantive and non-substantive milestones. ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of ASU 2010-17 did not have a material effect on the Company's results of operations or financial condition.

Page 12

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

3.	Significant accounting policies(cont'd)
	New Accounting Pronouncements(cont'd)
	Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.
4.	Common stock
	During 2011, the Company issued 3,000,000 common shares to JAL as part of the terms of the "Option Agreement" (Note 6). The shares were measured at their fair value at the grant date ($0.10/sh).
	During the year ended December 31, 2011, the Company entered into Flow Through Unit Subscription Agreements to issue 2,300,000 Flow Through Units for US $0.03 per unit, for an aggregate amount of $69,000. Each Flow Through Unit consists of one flow-through common share (a "FT share") and one non-flow-through common share purchase warrant. Each purchase warrant entitling the holder to acquire one common share of the Company (a "Warrant Share") for a period of one year at a price of $0.04 per warrant share.
	On July 25, 2011 the Company entered into Subscription Agreement to issue 100,000 Units for US $0.03 per unit, for an aggregate amount of $3,000. Each Unit consists of one common share and one common share purchase warrant. Each purchase warrant entitling the holder to acquire one common share of the Company (a "Warrant Share") for a period of one year at a price of $0.04 per warrant share.
	On August 3, 2011 the company entered into a consulting agreement for consulting services related to the planning, acquisition, processing and interpretation of geophysical data from the Company's Voisey's Bay West property. Under the terms of the agreement the Company issued to the Consultant 100,000 common shares. The shares were valued at their fair value at the grant date ($0.04/sh).
	During 2011, 8,405,000 share purchase warrants were exercised for aggregate cash proceeds of $265,600.
	On November 16, 2011, the Company announced a non-brokered private placement of up to 6 million units at the price of $0.025 per unit for an aggregate gross proceeds of $180,000 (the "Offering"). Each unit of the Offering will consist of one common share of the Company and one common share purchase warrants of the Company. Each warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $0.035 for a period of one year from the closing date of the Offering. Up to 3 million of the unit shares will be designated as flow-through shares (the "Flow Through Shares") for the purposes of the Income Tax Act (Canada), at a price of $0.025 per Flow Through Share. The Company may pay a finder's fee on funds raised from certain subscribers. The funds from the private placements will be used for exploration and development of the Voisey's Bay West Property in Labrador and working capital. The Company completed the private placement on March 13, 2012 and issued 3,400,000 units for an aggregate cash proceeds of $85,000, of which, $54,000 was received in the year and is included in share subscription received in the trial balance.

Page 13

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

4.	Common stock(cont'd)
	During 2010, the Company completed a private placement whereby 9,000,000 units were issued at US $0.02 per unit for gross cash proceeds of $180,000. Each unit consists of one common share of the Company and two share purchase warrants (an A warrant and a B warrant, respectively). Each A Warrant is exercisable to purchase one additional common share of the Company at an exercise price of US $0.03 until July 27, 2011 and each B Warrant is exercisable to purchase on additional common share of the Company at an exercise price of US $0.03 until July 27, 2012. The fair value of the 9,000,000 A and B warrants has been estimated using the Black-Scholes Option Pricing Model. Refer to the warrant and option table below for the details of the variable assumptions and the allocation to contributed surplus.
	During 2010, the Company completed a private placement whereby 11,465,000 units were issued at US $0.03 per unit for gross cash proceeds of $343,950. Each unit consists of one common share of the Company and one share purchase warrant (a "Warrant"). Each Warrant is exercisable to purchase one additional Common Share at an exercise price of US $0.04 until September 29, 2011. Finders' fees of US $16,000 in cash and 647,500 finder's share purchase warrants were issued pursuant to the first tranche private placement. The finder's share purchase warrants are subject to the same terms as the Unit Warrants. In addition, compensation was issued in the form of 50,000 Units, subject to the same terms as the first tranche private placement units. The securities contain a holding period expiring January 30, 2011. In October 2010, the Company completed a private placement whereby 200,000 units were issued at $0.03 per unit for gross cash proceeds of $6,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant exercisable to purchase one additional common share of the Company at an exercise price of US $0.04 until September 29, 2011.
	On July 27, 2010, the Company entered into an agreement (the "Purchase of Options Right Agreement") with JAL Exploration Inc. (JAL) pursuant to which the Company has purchased the right ( the "Right") to enter into a subsequent option agreement (the "Option Agreement") and obtain two property options (the "Options") relating to three mineral rights licenses comprising 200 claims and approximately 5,000 hectares located on the east coast of northern Labrador, Canada known as Voisey's Bay West Property (the "Property").
	Under the terms of the "Right", the Company issued 3,000,000 common shares to JAL on July 27, 2010. The shares were measured at their fair value at the grant date ($0.04/sh).
	During 2010, the Company granted to its directors an aggregate of 1,100,000 options at an exercise price of US $0.05. The options expire on August 6, 2015.
	During 2010, the Company issued a total of 4,500,000 shares at $0.03 per warrant exercised for cash proceeds of $135,000.
	During 2009, the Company completed a private placement whereby 6,000,000 units were issued at US $0.03 per unit for gross cash proceeds of $180,000. Each unit consists of one common share of the Company and two share purchase warrants (an A warrant and a B warrant, respectively). Each A Warrant is exercisable to purchase one additional common share of the Company at an exercise price of US $0.03 until August 20, 2010 and each B Warrant is exercisable to purchase one additional common share of the Company at an exercise price of US $0.03 until August 20, 2011. The fair value of the 6,000,000 A and B warrants has been estimated using the Black-Scholes Option Pricing Model. Refer to the warrant and option table below for the details of the variable assumptions and the allocation to contributed surplus.

Page 14

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

4.	Common stock(cont'd)
	During 2009, the Company completed a private placement whereby 1,000,000 units were issued at US $0.03 per units for gross cash proceeds of $30,000. Each unit consists of one common share of the Company and two share purchase warrants (an A Warrant and a B Warrant, respectively). Each A Warrant is exercisable to purchase one additional Common Share at an exercise price of US $0.03 until October 16, 2010 and each B Warrant is exercisable to purchase one additional Common Share at an exercise price of US $0.03 until October 16, 2011. The fair value of the 1,000,000 A and B warrants has been estimated using the Black-Scholes Option Pricing Model. Refer to the warrant and option table below for the details of the variable assumptions and the allocation to the contributed surplus.
	During 2009, the Company issued units to a creditor of the Company pursuant to a $30,000 debt settlement whereby 1,000,000 units were issued at US $0.03 per unit. Each unit consists of one common share of the Company and two share purchase warrants (an A Warrant and a B Warrant, respectively). Each A Warrant is exercisable to purchase one additional Common Share at an exercise price of US $0.03 until July 28, 2010 and each B Warrant is exercisable to purchase one additional Common Share at an exercise price of US $0.03 until July 28, 2011.
	During 2009, the Company issued units to another creditor of the Company pursuant to a $30,000 debt settlement whereby 1,000,000 units were issued at US $0.03 per unit. Each unit consists of one common share of the Company and two share purchase warrants (an A Warrant and a B Warrant), respectively). Each A Warrant is exercisable to purchase one additional Common Share at an exercise price of US $0.03 until July 23, 2010 and each B Warrant is exercisable to purchase one additional Common Share at an exercise price of US $0.03 until July 23, 2011.
	The fair value of the 2,000,000 A and B warrants related to the above two debt settlement issues has been estimated using the Black-Scholes Option Pricing Model.
	During 2009, the Company granted to its directors an aggregate of 500,000 options at an exercise price of US $0.065. The options expire on August 20, 2014.
	In March 2009, the Company granted an extension to May 21, 2009 and reduction of exercise price to $0.03 per share on 7,426,120 unit Warrants that were to expire on March 21, 2009.
	During 2009, the Company issued a total of 3,272,333 shares for cash proceeds of $98,170 upon exercise by warrant holders.

Page 15

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

4.	Common stock(cont'd)
	The fair value of warrants and options issued during 2010 and 2011 using Black-Scholes options pricing model with the following assumptions:

	Number						Fair Value
Class of	of Warrants	Risk free				Expected	credited to
Warrants/	/Options	interest	Dividend			Life	Contributed
Options	Issued	rate	Yield	Volatility	Strike Price	(in Years)	Surplus
Options
Option	1,100,000	1.42%	0	258.36%	0.05	5	$ 76,757
Warrants
A	9,000,000	1.42%	0	266.68%	0.03	1	66,229
B	9,000,000	1.42%	0	266.68%	0.03	2	74,525
A	11,465,000	1.42%	0	232.89%	0.04	1	237,177
A	647,500	1.42%	0	232.89%	0.04	1	43,149
A	50,000	1.42%	0	232.89%	0.04	1	1,034
B	200,000	1.38%	0	213.46%	0.04	1	3,277
A	2,400,000	1.47%	0	206.65%	0.04	1	34,778
	32,762,500						$ 460,169

Warrants
Balance, December 31, 2009	18,000,000
Issued in 2010	30,362,500
Expired	(4,500,000	)
Exercised	(4,500,000	)
Balance, December 31, 2010	39,362,500
Issued in 2011	2,400,000
Expired	(21,957,500	)
Exercised	(8,405,000	)
Balance, December 31, 2011	11,400,000

At December 31, 2011, the following warrants were outstanding:

Number	Price	Expiration
2,400,000	0.04	July 25, 2012
9,000,000	0.03	July 27, 2012

Page 16

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

5.	Stock-based compensation
	Under the employee stock option plan, the Company may grant options to its officers, directors, employees and consultants. Options granted under the plan have a maximum term of 5 years, with vesting terms and conditions determined by the board of directors when granted.
	During 2011, the Company entered into a investor relations consulting agreement. Under the agreement the Company granted to the consultants 200,000 stock options. The optioned shares were granted with an exercise price of 0.04 per share and expire on October 6, 2013. The optioned shares will fully vest over a period not less than 12 months as to 25% on the date that is three months from October 6, 2011 grant date, and a further 25% on each successive date that is three months from the date of the previous vesting. The fair value of these stock options was estimated at the date of grant using the Black-Scholes option - pricing model assuming an expected life of 2 years, a risk - free rate of 1.09%, an expected volatility of 213%, and a 0% dividend yield. The estimated stock option compensation expense is $6,960 and will be recognized based on the vesting terms starting in 2012.
	During 2010, the Company authorized and issued 1,100,000 stock options to purchase shares of common stock to certain officers and directors of the Company pursuant to the 2004 plan. The options were granted with an exercise price of $0.05 per share and expire on August 15, 2015. The fair value of these stock options was estimated at the date of grant using the Black-Scholes option - pricing model assuming an expected life of 5 years, a risk - free rate of 1.42%, an expected volatility of 258%, and a 0% dividend yield.
	During the year end December 31, 2010, the Company recorded stock-based compensation expense of $76,757.
	A summary of the status of the Company's employee stock option plan as of December 31, 2011 and 2010 and changes during the periods then ended are as follows:

			2011				2010
			Weighted Average				Weighted Average
	Number of		Exercise	Number of			Exercise
	options		Price	options			Price
Outstanding, beginning of period	1,600,000	$	0.06	700,000		$	0.12
Expired	-		-	(200,000	)		0.25
Granted	200,000		0.04	1,100,000			0.05
Outstanding, end of period	1,800,000		0.05	1,600,000			0.06
Options exercisable, end of period	1,800,000	$	0.05	1,600,000		$	0.06

At December 31, 2011, the following employee stock options were outstanding:

Amount	Price	Expiry
200,000	$   0.04	October 6, 2013
500,000	$ 0.065	August 20, 2014
1,100,000	$   0.05	August 6, 2015
1,800,000

Page 17

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

6.	Voisey's Bay property
	The Company has entered into an agreement dated July 27, 2010 (the “Purchase of Options Right Agreement”) with JAL Exploration Inc. (“JAL”) pursuant to which the Company has purchased the right (the “Right”) to enter into a subsequent option agreement (the “Option Agreement”) and obtain two property options (the “Options”) relating to three mineral rights licenses comprising 200 claims and approximately 5,000 hectares located on the east coast of northern Labrador, Canada known as the Voisey’s Bay West Property (the “Property”). JAL is owned by a minority shareholder of the Company.
	The Right
	The Right, if exercised by the Company, allows the Company the opportunity to enter into the Option Agreement, with the Option Agreement providing the Company options to acquire up to an undivided 80% interest in the Property, subject to a 2% NSR. The Company is to pay the purchase price for the Right by:

1.	Paying US$30,000 at the signing of the Purchase of Options Right Agreement, or by no later than July 27, 2010 (which payment has been made);
2.	Issuing 3,000,000 common shares of the Company (the “Shares”) by July 30, 2010 (which shares have been issued;
3.	Paying US$30,000 by August 15, 2010 (which payment has been made);
4.	Paying US$40,000 by August 31, 2010 (which payment has been made);
5.	Spending no less than US$150,000 in exploration expenditures on the Property by December 31, 2010;
6.	Reimbursing JAL for its expenses incurred in the application for the approval of the 2010 work program.

At any time after the completion of the purchase of the Right described above, which purchase is a firm commitment, but by no later than March 4, 2011, the Company may elect to exercise the Right and thereby enter into the Option Agreement with JAL for a further payment of US$25,000. On March 3, 2011 the Company paid the $25,000 and exercised its right to enter into the Option Agreement.

During 2011, the Company acquired from JAL an additional license comprising of 188 mineral claims adjacent to the Company's Voisey's Bay West Property located on the east coast of North Labrador, Canada.

The Company's acquisition of the additional License has increased the Company's land position under option at the Property from 200 to 388 claims and the Property now covers an area of approximately 9,700 hectares (23,969 acres).

On March 4, 2011 the Company reached an agreement to amend the terms of its option agreement with JAL to acquire two property options relating to four mineral rights licenses comprising 388 claims and approximately 9,700 hectares (the “Option Agreement”).

Page 18

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

6.	Voisey's Bay property(cont'd)
	The Options
	Pursuant to the terms of the amended Option Agreement, the conditions for acquiring the first of the two phases of the Options (the “First Option”) have been changed such that now the Company may exercise the First Option by, among other things:

1.	issuing to JAL, upon entry into the Option Agreement, 3,000,000 common shares of the Company (“Shares”) (this has been completed);
2.	paying JAL a total of US$240,000 by December 31, 2014;
3.	issuing to JAL an additional 10,000,000 Shares by December 31, 2014;
4.	spending no less than US$4,000,000 in exploration expenditures on the Property by December 31, 2014;
5.	issuing an amount of Shares to JAL that is equal to 10% of the then issued and outstanding capital of the Company within five business days of such election or deemed election of the First Option (and by not later than March 31, 2015);
6.	causing a pre-feasibility report pertaining to the Property to be prepared by June 30, 2015; and
7.	causing the Shares to be listed on either the Canadian National Stock Exchange, the Toronto Stock Exchange or the TSX Venture Exchange by February 28, 2013.

Once the Company has exercised the First Option it may then choose to proceed with phase two (the “Second Option”), whereby the Company will acquire a further 25% interest (for an aggregate 80% interest) in the Property. Under the amended Option Agreement, the Company may exercise the Second Option by, among other things:

1.	paying JAL a total of US$400,000 by July 31, 2017;
2.	issuing to JAL an additional 10,000,000 Shares by July 31, 2016;
3.	issuing to JAL an amount of Shares equal to 10% of the then issued and outstanding capital of the Company within five business days of the notice of election of the Second Option (and by not later than December 31, 2017);
4.	causing a feasibility report pertaining to the Property to be prepared by December 31, 2017; and
5.	arranging for a semi-carried financing relating to the further development of the Property by December 31, 2017 whereby the funding is advanced to JAL by March 31, 2019.

In addition, the Company and JAL agreed in the amended Option Agreement that in the event of one or more deposits being located or discovered on the Property, the most significant of the deposits will be named the “Alec Deposit”, in memory of the late Alec Lenec whose persistence and belief in the Property led to its continued exploration. Also, the parties further agreed that should the Property be commercially mined, the mine itself will be named the “Alec Mine” in further honour of Alec.

The Option Agreement has been amended to account for the increase in the Company’s land position, as detailed above.

Pursuant to the amended Option Agreement, the Company is required to issue to JAL 2,000,000 common shares of the Company as one of the conditions to allow it to exercise the first phase of the amended Option Agreement. Subsequent to the year end, the Company issued 2,000,000 common shares to JAL.

Page 19

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

7.	Related party transactions
	Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Related party payables consist of the following at December 31, 2011 and 2010:

		2011		2010
Payable to an affiliate owned by a shareholder	$	9,512	$	9,512
	$	9,512	$	9,512

	In October 2009 and as amended in July 2010 the Company entered into management agreements with its Chief Executive and Chief Financial Officers. Each agreement is for an initial one year term and will automatically renew annually. Management fees paid to these individuals aggregated $51,000 (2010 - $48,000 and $Nil in 2009) for the year ended December 31, 2011.
8.	Accounts payable and accrued liabilities

		2011		2010
Accounts payable - trade	$	261,235	$	322,593
Lawsuit settlement liability		73,135		73,135
Accrued interest		30,115		6,115
Accrued management fees		40,750		7,000
Accured professional fees		10,088		-
Accrued Voisey's Bay reimbursement		-		8,229
	$	415,323	$	417,072

9.	Contingent liabilities
	On February 21, 2001, Ronald Brown, a former President of the Company, filed a lawsuit for wrongful termination against the Company. On September 1, 2005, the Company entered into a settlement agreement with Mr. Brown. The agreement entitled Mr. Brown to $100,000 (which has been paid) and 0.5% of any proceeds received by the Company or its subsidiaries from the sale, transfer or production of any raw materials from mineral properties currently being negotiated, located in India. The maximum payout that Mr. Brown can receive is $5,000,000.
	During 2009, Continental Resources LTD. (“CRL”), the Company’s wholly-owned subsidiary, and VISA International LTD (“VISA”) entered into a settlement and mutual release agreement (the “Settlement Agreement”) dated September 23, 2009. The agreement states that the parties agree to settle all outstanding disputes between themselves and reinstate the consortium agreement between CRL and VISA dated February 15, 2005 (the “Consortium Agreement”), under which VISA and CRL were to establish a corporation in the State of Orissa, India to jointly develop the Gandhamardan Bauxite Project.

Page 20

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

9.	Contingent liabilities(cont'd)
	In consideration for entering into the Settlement Agreement and thereby settling the claims, CRL will pay to VISA all legal expenses incurred by VISA, amounting to 4,700,000 INR ($99,640 US) for filing and contesting the proceedings filed against CRL, with 1,250,000 INR ($26,505 US) of the settlement amount (the “Initial Payment”) due on September 23, 2009 paid in 2009 and the remaining sum of 3,450,000 INR ($73,135 US) of the Settlement Amount to be adjusted towards payments to be made by VISA to CRL under certain provision of the consortium agreement. The $73,135 is regarded as a liability in these consolidated financial statements.
	Among other things, under the Consortium Agreement CRL and VISA have agreed to incorporate a SPV in the name of VISA Aluminium Limited, whereby CRL will retain 26% of the issued and paid up equity share capital with the remaining balance of 74% of the equity share capital held by VISA. Based on the terms of the Consortium Agreement VISA has agreed to pay 74% of the pre project expenditures incurred by CRL amounting to $1,000,000 US, therefore $740,000 US of the cost will have to be borne by VISA upon (1) the signing of the Joint Venture agreement with the Orissa Mining Corporation and (2) on receipt of approval from the Government of Orissa and the Government of India to the proposed SPV.
10.	Income taxes
	The Company accounts for income taxes under ASC 740, "Income Taxes". Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
	Income tax expense differs from the amount that would result from applying the U.S. federal and state income tax rates to earnings before income taxes.
	Pursuant to ASC 740 the potential benefit benefit of net operating loss carry forwards has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.
	The Company is subject to United States and Canadian federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at Canadian and United States statutory rates compared to the Company’s income tax expense as reported is as follows:

		2011			2010			2009
Loss before income taxes	$	(228,984	)	$	(441,917	)	$	(225,954	)
Income tax rate		34%			34%			34%
Income tax recovery		(77,800	)		(150,252	)		(76,800	)
Permanent differences		(1,394	)		130,895			(39,126	)
Expired losses		149,600			-			-
Valuation allowance change		(70,406	)		19,357			115,926
Deferred income tax (recovery)	$	-		$	-		$	-

Page 21

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

10.	Income taxes(cont'd)
	Future income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of future income tax assets and liabilities are as follows:

		2011			2010			2009
Total deferred tax assets	$	1,847,300		$	1,917,706		$	1,898,349
Valuation allowance		(1,847,300	)		(1,917,706	)		(1,898,349	)
Net deferred tax assets	$	-		$	-		$	-
Deferred income tax (liability)	$	-		$	-		$	-

	The Company has recognized a valuation allowance for the deferred tax assets for which it is more likely than not that the realization will not occur. The valuation allowance is reviewed periodically. When circumstance change and this causes a change in management's judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
	The net operating loss carryforwards for income tax purposes are approximately $5,433,000 and will begin to expire in 2012.
	Pursuant to Section 382 of the Internal Revenue Code, use of the Company’s net operating loss carryforwards may be limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three year period. Ownership changes could impact the Company’s ability to utilize net operating losses and credit carryforwards remaining at the ownership change date. The limitation will be determined by the fair market value of common stock outstanding prior to the ownership change, multiplied by the applicable federal rate. The Canadian non-capital loss carryforwards may also be limited by a change in Company ownership.
11.	Convertible debenture
	The carrying value of the convertible debentures payable is as follows:

Balance, December 31, 2011	$	240,000
Interest Accrued		30,115
Balance, December 31, 2011	$	270,115

The Company issued convertible debentures having a total face value of US $240,000 and maturing September 29, 2012. The debentures bear simple interest of 10%, payable upon the earlier of maturity or conversion, and are convertible into units of the Company at a deemed price of $0.03 per unit, upon prior notice to the Company. The debt component of the convertible debenture is represented by management’s estimate of fair value based on a coupon rate of 10%, an interest rate of comparable debt of 30% and a face value of US $240,000.

Page 22

Balaton Power Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

(Expressed in US Dollars)

12.	Supplemental disclosure with respect to cash flows
	During the year ended December 31, 2011, the Company issued 3,000,000 common shares to JAL as part of the terms of the "Option Agreement". The shares were measured at their fair value at the grant date ($0.10/sh).
	On August 3, 2011 the company entered into a consulting agreement for consulting services related to the planning, acquisition, processing and interpretation of geophysical data from the Company's Voisey's Bay West property. Under the terms of the agreement the Company issued to the Consultant 100,000 common shares. The shares were valued at their fair value at the grant date ($0.04/sh).
	During the year ended December 31, 2010, the Company issued 647,500 finder's share purchase warrants with a fair value of $43,149 and 50,000 Units with a fair value of $1,500 as compensation pursuant to the first tranche private placement dated September 29, 2010. In addition, the Company issued 3,000,000 common shares with a fair value of $120,000 as mineral property acquisition costs.
13.	Subsequent events
	Subsequent to the year end, the Company issued 2,000,000 to JAL in accordance with the amended option agreement (Note 6).
	Subsequent to the year end the Company completed private placement (Note 4) and issued 3,400,000 units for an aggregate cash proceeds of $85,000, of which, $54,000 was received in 2011 and is included in share subscription received in the trial balance. Each unit of the Offering will consist of one flow-through common share of the Company and one common share purchase warrants of the Company. Each warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $0.035 and expire on September 13, 2013.
	Subsequent to the year end 500,000 purchase warrants of the Company were exercised for cash proceeds of $15,000.