**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

**FORM 40-F**

**(Check One)**

**o**                                REGISTRATIONSTATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

**x**                             ANNUALREPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

**For the fiscalyear ended December 31, 2006                                                                           CommissionFile Number: 001-31395**

**CANADIAN SUPERIOR ENERGY INC.**

*(Exact name of Registrant asspecified in its charter)*

| **Alberta**                                                          |   | **1311**                                                             |   | **Not  Applicable**                                        |
|----------------------------------------------------------------------|--------|----------------------------------------------------------------------|--------|------------------------------------------------------------|
| *(Province  or other jurisdiction of incorporation or organization)* |   | *(Primary  Standard Industrial Classification Code (if applicable))* |   | *(I.R.S.  Employer Identification Number (if applicable))* |

* *

**Suite 330, 400 3****rd Avenue, SW**

**Calgary, Alberta, Canada  T2P 4H2**

**(403) 294-1411**

*(Address and telephone number of Registrant’sprincipal executive offices)*

**PTSGECorp.**

**Attn:  Gary Kocher**

**925Fourth Avenue, Suite 2900**

**Seattle,Washington 98104**

**(206)623-7580**

*(Name, address (including zip code) and telephone number*

*(including area code) of agent for service in theUnited States)*

Securities registered or to be registered pursuant toSection 12(b) of the Act.
| Title         | ** ** | **Name of Each Exchange on Which Quoted**      |
|---------------|------------|------------------------------------------------|
| Common Shares |       | American Stock Exchange Toronto Stock Exchange |

 

Securities registered orto be registered pursuant to Section 12(g) of the Act.  **None.**

Securities for whichthere is a reporting obligation pursuant to Section 15(d) of the Act.  **None.**

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

x  Annualinformation form              x  Auditedannual financial statements

Indicate number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report.

The Registrant had131,215,680 common shares outstanding as of December 31, 2006.

Indicate by checkmark whether the Registrant by filing the information contained in this form isalso thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).  If “Yes” is marked, indicate the file numberassigned to the Registrant in connection with such Rule.

Yes  o                   No  x

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the preceding 12 months (or forsuch shorter period that the Registrant was required to file such reports) and(2) has been subject to such filing requirements for the past 90 days.

Yes  x                   No  o

 

 

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**TABLE OFCONTENTS**
|                                                      | ** ** | **Page**   |
|------------------------------------------------------|------------|------------|
| ** **                                           | ** ** | ** ** |
| Principal Documents                                  |       | 1          |
| Disclosure Controls and Procedures                   |       | 1          |
| Changes in Internal Control Over Financial Reporting |       | 1          |
| Audit Committee Financial Expert                     |       | 1          |
| Code of Ethics                                       |       | 2          |
| Principal Accountant Fees and Services               |       | 2          |
| Pre-Approval Policies                                |       | 2          |
| Off-Balance  Sheet Arrangements                      |       | 2          |
| Disclosure of Contractual Obligations                |       | 2          |
| Audit Committee                                      |       | 3          |
| Undertaking                                          |       | 3          |
| Consent  to Service of Process                       |       | 3          |

 

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**Exceptwhere otherwise indicated, all dollar amounts stated in this Annual Report onForm 40-F are Canadian dollars.**

**PrincipalDocuments**

The followingdocuments have been filed as part of this Annual Report on Form 40-F:

**A.    Annual Information Form**

For our AnnualInformation Form for the twelve-month period ended December 31, 2006, seeExhibit 99.1 to this Annual Report on Form 40-F.

**B.    Audited Annual Financial Statements**

For ourConsolidated Audited Financial Statements for the twelve-month period ended December31, 2006, including the report of independent chartered accountants withrespect thereto, see Exhibit 99.2 to this Annual Report on Form 40-F.  For a reconciliation of important differencesbetween Canadian and United States generally accepted accounting principles,see Note 15 of the Notes to the Consolidated Financial Statements.

**C.    Management’s Discussion and Analysis**

For Management’sDiscussion and Analysis for the twelve-month period ended December 31, 2006,see Exhibit 99.3 to this Annual Report on Form 40-F.

**DisclosureControls and Procedures**

We have carriedout an evaluation, under the supervision and with the participation of ourChief Executive Officer and Chief Financial Officer, of the effectiveness ofthe design and operation of our disclosure controls and procedures as of theend of the period covered by this Annual Report on Form 40-F.  Based on this evaluation, our Chief ExecutiveOfficer and Chief Financial Officer have concluded that our disclosure controlsand procedures are effective in ensuring that information that we are requiredto disclose in our reports filed with the SEC is recorded, processed,summarized and reported within the time periods specified by the SEC.

**InternalControl over Financial Reporting**

Our management,including our Chief Executive Officer and Chief Financial Officer, isresponsible for establishing and maintaining adequate internal control overfinancial reporting and has designed such internal control over financialreporting to provide reasonable assurance regarding the reliability offinancial reporting and the preparation and fair presentation of financialstatements for external purposes in accordance with Canadian generally acceptedaccounting principles (GAAP), including a reconciliation to U.S. GAAP. Ourmanagement has evaluated the design and operation of our internal control overfinancial reporting as of December 31, 2006 and has concluded that suchinternal control over financial reporting is effective as of December 31, 2006.  There are no material weaknesses that havebeen identified in this regard. This assessment was based on the framework in *Internal Control—Integrated Framework*issuedby the Committee of Sponsoring Organizations of the Treadway Commission.  This Form 40-F does not include an attestationreport of the company’s registered public accounting firm regarding internalcontrol over financial reporting. Management’s report was not subject toattestation by the company’s registered public accounting firm pursuant totemporary rules of the Securities and Exchange Commission that permit thecompany to provide only management’s report in this annual report.

**Changes in Internal Control Over Financial Reporting**

There was nochange in our internal control over financial reporting that occurred duringthe period covered by this report that has materially affected, or isreasonably likely to materially affect, our internal control over financialreporting.

**Audit Committee Financial Expert**

Our Board ofDirectors has determined that Mr. Squires is an audit committee financialexpert serving on our audit committee (as defined in paragraph 8(b) ofGeneral Instruction B to Form 40-F). Our Board of Directors has determined that Mr. Squires is independent pursuantto the standards of the American Stock Exchange.  For a description Mr. Squires’ relevantexperience in financial matters, see his employment history in the section “Directorsand Officers” in our Annual Information Form for the year endedDecember 31, 2006, which is filed as Exhibit 99.1 to this Annual Report onForm 40-F.

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**Code of Ethics**

Our code of ethicsapplicable to our principal executive officer, principal financial officer,principal accounting officer or controller, or persons performing similarfunctions is disclosed in our Code of Business Conduct and Ethics, which isapplicable to all of our directors, officers and employees. Our Code ofBusiness Conduct and Ethics is filed as Exhibit 99.4 to this Annual Report onForm 40-F. In the event that we:

(i)           amendany provision of our Code of Business Conduct and Ethics that applies to ourprincipal executive officer, principal financial officer, principal accountingofficer or controller or persons performing similar functions that relates toany element of the code of ethics definition enumerated inparagraph (9)(b) of General Instruction B to Form 40-F, or

(ii)        grant a waiver, including an implicit waiver,from a provision of our Code of Business Conduct and Ethics to any of ourprincipal executive officer, principal financial officer, principal accountingofficer or controller or persons performing similar functions that relates toany element of the code of ethics definition as enumerated inparagraph (9)(b) of General Instruction B to Form 40-F,

then we will disclose in a Form 6-K any suchamendment or waiver. Such disclosure will specifically describe the nature ofthe amendment or waiver, and will, in the case of a waiver, name the person towhom the waiver was granted.

**PrincipalAccountant Fees and Services**

The followingtable provides information about the fees billed to us for professionalservices rendered by Myers Norris Penny LLP, our principal accountant duringfiscal years 2006 and 2005:
| ** **          | ** ** | **2006** | ** ** | **2005** | ** ** |
|---------------------|------------|----------|------------|----------|------------|
| Audit fees          |       | $        | 141,820    |     | $          | 125,000 |   |
| Audit-related  fees |       | 35,490   |       | 42,550   |       |
| Tax fees            |       | 6,400    |       | 4,600    |       |
| All other fees      |       | 44,245   |       | 55,296   |       |
| Total fees          |       | $        | 227,955    |     | $          | 227,446 |   |

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**AuditFees. **Audit feesconsist of fees for the audit of our annual financial statements or servicesthat are normally provided in connection with statutory and regulatory filingsor engagements.

**Audit-RelatedFees. **Audit-relatedfees included fees relating to the review of our quarterly financialstatements.

**TaxFees. **Tax feesincluded tax compliance, tax planning, tax advice and various taxation matters.

**All OtherFees. **All other feesconsists of services provided by our principal accountant other than audit,audit-related and tax services, including prospectus and other offering relatedwork.

**Pre-ApprovalPolicies**

All audit andnon-audit services performed by our auditors for the 2006 and 2005 fiscal yearswere pre-approved by our audit committee. It is our policy that all audit and non-audit services performed by ourauditors will continue to be pre-approved by our audit committee.

**Off-BalanceSheet Arrangements**

We have nooff-balance sheet arrangements to report.

**Disclosure of Contractual Obligations**

In the normalcourse of business we are obligated to make future payments.  These obligations represent contracts and 

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other commitments thatare known and committed.
| ** **                                                                                                                          | ** ** | ** ** | ** ** | **Payment Due by Period** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------------------------------------|------------|
| ** **                                                                                                                          | ** ** | **Total**  | ** ** | **Less than  1 year**          | ** ** | **1 — 3 years** | ** ** | **3 — 5 years** | ** ** | **More than  5 years** | ** ** |
| Long—term debt  obligations                                                                                                    |       | —     |       | —                                   |       | — |   | — |   | — |   |
| Capital  (finance) lease obligations                                                                                                |       | 52,943     |       | 52,943                                   |       | — |   | — |   | — |   |
| Operating lease  obligations                                                                                                        |       | 760,208    |       | 463,493                                  |       | 266,807 |   | 29,908 |   | — |   |
| Purchase  obligations                                                                                                               |       | —     |       | —                                   |       | — |   | — |   | — |   |
| Other long—term  liabilities reflected on the Company’s balance sheet under the GAAP of the  primary financial statements |       | —     |       | —                                   |       | — |   | — |   | — |   |
| Total                                                                                                                               |       | $          | 813,151    |                                     | 516,436    |   | 266,807 |   | 29,908 |   | — |   |
|                                                                                                                                     |            |            |            |                                          |            |  |  |  |  |  |  |  |

 

**AuditCommittee**

We haveestablished an audit committee in accordance with section 15 U.S.C.78c(a)(58)(A). Each of the following directors serves on the audit committee:Mssrs. Squires, Watkins and Dallas.  Seethe section entitled “Audit Committee” in our Annual Information Form for theyear ended December 31, 2006, which is filed as Exhibit 99.1 to this AnnualReport on Form 40-F.

**Undertaking**

We undertake tomake available, in person or by telephone, representatives to respond toinquiries made by the Commission staff, and to furnish promptly, when requiredto do so by the Commission staff, information relating to: the securitiesregistered pursuant to Form 40-F; the securities in relation to which the obligationto file an Annual Report on Form 40-F arises; or transactions in saidsecurities.

**Consentto Service of Process**

We have previouslyfiled a Form F-X in connection with the class of securities in relation towhich the obligation to file this Annual Report on Form 40-F arises.  Any change to the name and address of theagent for service for service of process shall be communicated promptly to theSecurities and Exchange Commission by an amendment to the Form F-X.

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**SIGNATURES**

Pursuant to therequirements of the Exchange Act, the Registrant certifies that it meets all ofthe requirements for filing on Form 40-F and has duly caused this Annual Reportto be signed on its behalf by the undersigned, thereto duly authorized.
|        | CANADIAN SUPERIOR ENERGY INC. |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           | /s/ GREGORY S. NOVAL |
|   | Name:                         | Gregory S. Noval |
|   | Title:                        | Chief Executive Officer |
|   | Date:                         | March 30, 2007 |

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**EXHIBITS**
| Exhibit | ** ** | **Description**                                                                                                                                                         |
|---------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.1    |       | Annual Information Form of the Registrant for the  twelve-month period ended December 31, 2006.                                                                         |
| 99.2    |       | Consolidated Audited Financial Statements of the  Registrant for the twelve-month period ended December 31, 2006, including  Auditors’ Report to the Shareholders. |
| 99.3    |       | Management’s Discussion and Analysis of the  Registrant for the twelve-month period ended December 31, 2006.                                                       |
| 99.4    |       | Code of Ethics.                                                                                                                                                         |
| 99.5    |       | Consent of Myers Norris Penny LLP.                                                                                                                                      |
| 99.6    |       | Consent of GLJ Petroleum Consultants Ltd.                                                                                                                               |
| 99.7    |       | Consent of KPMG LLP.                                                                                                                                                    |
| 99.8    |       | Certifications of Chief Executive Officer pursuant  to Rule 13a-14(a).                                                                                                  |
| 99.9    |       | Certifications of Chief Financial Officer pursuant  to Rule 13a-14(a).                                                                                                  |
| 99.10   |       | Certifications of Chief Executive Officer pursuant  to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United  States Code (18 U.S.C. 1350).           |
| 99.11   |       | Certifications of Chief Financial Officer pursuant  to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United  States Code (18 U.S.C. 1350).           |

 

 

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