** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 40-F/A**

**Amendment No. 1**

**(Check One)**

 
| **o**      | ** ** | **REGISTRATION  STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**               |
|------------|------------|--------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                         |
| **ý** | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |

 
| For  the fiscal year ended**December 31,  2005** | ** ** | Commission File Number: **001-31395** |
|-------------------------------------------------------|------------|---------------------------------------|

 

**CANADIANSUPERIOR ENERGY INC.**

(Exact name of Registrant as specified in itscharter)

 

| **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 3300, 400 3rd Avenue, SW**

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

**(403) 294-1411**

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

 

**PTSGE Corp.**

**Attn:  GaryKocher**

**925 Fourth Avenue, Suite 2900**

**Seattle, Washington 98104**

**(206) 623-7580**

(Name, address (including zip code) andtelephone number

(including area code) of agent for service inthe United States)

 

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

 

| **Title**     | ** ** | **Name of Each Exchange on Which Registered** |
|---------------|------------|-----------------------------------------------------------------------------|
| Common Shares |       | American Stock Exchange  Toronto Stock Exchange                             |

 

Securities registered or tobe registered pursuant to Section 12(g) of the Act. **None.**

 

Securities for which there isa reporting obligation pursuant to Section 15(d) of the Act. **None.**

 

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

 

x  Annualinformation form              x  Auditedannual financial statements

 

Indicatenumber of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report.

 

TheRegistrant had 119,135,361 common shares outstanding as of December 31,2005.

 

Indicateby check mark whether the Registrant by filing the information contained inthis form is also thereby furnishing the information to the Commissionpursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934(the “Exchange Act”). If “Yes” is marked, indicate the file number assigned tothe Registrant in connection with such Rule.

 

Yes  o        No  x

 

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

Yes  x        No  o

 

 

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**INTRODUCTORYNOTE**

 

ThisForm 40-F/A is being filed to amend Exhibits 99.1 and 99.2 to our Annual Reporton Form 40-F for the fiscal year ended December 31, 2005, which was filed withthe Securities and Exchange Commission on April 3, 2006, and to add theconsents of KPMG LLP and GLJ PetroleumConsultants Ltd.  Other than asexpressly set forth herein, this Form 40-F/A does not, and does not purport to,amend or restate any other information contained in the Form 40-F nor does thisForm 40-F/A reflect any events that have occurred after the Form 40-F wasfiled.

 

**Undertaking**

 

Weundertake to make available, in person or by telephone, representatives torespond to inquiries made by the Commission staff, and to furnish promptly,when required to do so by the Commission staff, information relating to: thesecurities in relation to which the obligation to file an Annual Report onForm 40-F arises; or transactions in said securities.

 

**Consent to Service of Process**

 

Wehave previously filed a Form F-X in connection with the class ofsecurities in relation to which the obligation to file this Annual Report onForm 40-F arises. Any change to the name and address of the agent forservice for service of process shall be communicated promptly to the Securitiesand Exchange Commission by an amendment to the Form F-X.

 

 

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**SIGNATURES**

 

Pursuantto the requirements of the Exchange Act, the Registrant certifies that it meetsall of the requirements for filing on Form 40-F and has duly caused thisForm 40-F/A to be signed on its behalf by the undersigned, thereto dulyauthorized.

 
|   | CANADIAN SUPERIOR ENERGY  INC. |
|--------|--------------------------------|
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ GREGORY S. NOVAL |
|   | Name:                          | Gregory S. Noval |
|   | Title:                         | Chief Executive Officer |
|   | Date:                          | June  16, 2006 |

 

 

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**EXHIBITS**

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                               |
|-------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **  | ** ** | ** **                                                                                                                                                                    |
| 99.1        |       | Revised  Annual Information Form of the Registrant for the twelve-month period  ended December 31, 2005.                                                            |
| 99.2        |       | Consolidated  Audited Financial Statements of the Registrant for the twelve-month period  ended December 31, 2005, including Auditors’ Report to the Shareholders.  |
| 99.3*       |       | Management’s  Discussion and Analysis of the Registrant for the twelve-month period ended  December 31, 2005.                                                       |
| 99.4*       |       | Code  of Ethics.                                                                                                                                                              |
| 99.5        |       | Consent  of Myers Norris Penny LLP.                                                                                                                                           |
| 99.6        |       | Certifications  of Chief Executive Officer pursuant to Rule 13a-14(a).                                                                                                   |
| 99.7        |       | Certifications  of Chief Financial Officer pursuant to Rule 13a-14(a).                                                                                                   |
| 99.8        |       | 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). |
| 99.9        |       | 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). |
| 99.10       |       | Consent  of KPMG LLP.                                                                                                                                                         |
| 99.11       |       | Consent of GLJ Petroleum Consultants Ltd.                                                                                                                                     |

 

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*  Previouslyfiled.

 

 

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