UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
[ ] 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 54th Avenue
Langley, British Columbia
Canada V3A 3W2
(Address of principal executive offices)
Contact Person: Paul Preston
Address: Suite 206, 20257 54th 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 [X] NO [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [X] |
Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP [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
EXPLANATORY NOTE
The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 20-F for the fiscal year ended December 31, 2011 (the “20-F”), is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. No other changes have been made to the 20-F, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 20-F.
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.(4) |
| 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) |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T(5) |
| (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 the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (SEC File No. 000-32255) filed on June 1, 2012, and incorporated by reference herein. |
| (5) | Filed as an exhibit to this Form 20-F/A |
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: June 5, 2012
