**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 40-F**

 

**(Check One)**

 

**o****                                ****REGISTRATION STATEMENTPURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**ý****                                ****ANNUAL REPORT PURSUANTTO 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 330, 400 3rd 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) andtelephone number

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

 

Securities registered or to be registered pursuant to Section 12(b) ofthe Act.

 

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

 

Securities registered or to be registered pursuant to Section 12(g) ofthe Act. **None.**

 

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act. **None.**

 

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

 

ý  Annualinformation form                                           ý  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 had 119,135,361common shares outstanding as of December 31, 2005.

 

Indicate by check markwhether the Registrant by filing the information contained in this form isalso thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,indicate the file number assigned to the Registrant in connection with suchRule.

 

Yes  o        No  ý

 

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.

 

Yes  ý        No  o

 

 

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**TABLE OFCONTENTS**

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

 

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**Except where otherwise indicated,all dollar amounts stated in this Annual Report on Form 40-F are Canadiandollars.**

 

**Principal Documents**

 

The following documentshave been filed as part of this Annual Report on Form 40-F:

 

**A.****            Annual InformationForm**

 

For our AnnualInformation Form for the twelve-month period ended December 31, 2005,see Exhibit 99.1 to this Annual Report on Form 40-F.

 

**B.****            Audited AnnualFinancial Statements**

 

For our Consolidated AuditedFinancial Statements for the twelve-month period ended December 31, 2005,including the report of independent chartered accountants with respect thereto,see Exhibit 99.2 to this Annual Report on Form 40-F. For areconciliation of important differences between Canadian and United Statesgenerally accepted accounting principles, see Note 15 of the Notes to theConsolidated Financial Statements.

 

**C.****            Management’sDiscussion and Analysis**

 

For Management’sDiscussion and Analysis for the twelve-month period ended December 31, 2005,see Exhibit 99.3 to this Annual Report on Form 40-F.

 

**Disclosure Controls and Procedures**

 

We have carried out anevaluation, under the supervision and with the participation of our ChiefExecutive Officer and Chief Financial Officer, of the effectiveness of thedesign and operation of our disclosure controls and procedures as of the end ofthe period covered by this Annual Report on Form 40-F. Based on thisevaluation, our Chief Executive Officer and Chief Financial Officer haveconcluded that our disclosure controls and procedures are effective in ensuringthat information that we are required to disclose in our reports filed with theSEC is recorded, processed, summarized and reported within the time periodsspecified by the SEC. It should be noted that the design of any system ofcontrol is based in part on certain assumptions about the likelihood offuture events and there can be no assurance that any design will succeed inachieving its stated goals under all potential future conditions, regardless ofhow remote.

 

**Changesin Internal Controls Over Financial Reporting**

 

There was no change inour internal control over financial reporting that occurred during the periodcovered by this report that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

 

**AuditCommittee Financial Expert**

 

Our Board of Directorshas determined that Mr. Squires is an audit committee financial expertserving on our audit committee (as defined in paragraph 8(b) ofGeneral Instruction B to Form 40-F). Our Board of Directors has determinedthat Mr. Squires is independent pursuant to the standards of the AmericanStock Exchange. For a description Mr. Squires’ relevant experience infinancial matters, see his employment history in the section ”Directorsand Executive Officers” in our Annual Information Form for the year ended December 31,2005, which is filed as Exhibit 99.1 to this Annual Report on Form 40-F.

 

**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 Ethics, which is applicable to all of ourdirectors, officers and employees. Our Code of Ethics is filed as Exhibit 99.4to this Annual Report on Form 40-F. In the event that we:

 

(i)             amend any provisionof our Code of Business Conduct that applies to our principal executiveofficer, principal financial officer, principal accounting officer orcontroller or persons performing similar functions that relates to

 

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any element of the codeof ethics definition enumerated in paragraph (9)(b) of GeneralInstruction B to Form 40-F, or

 

(ii)          grant a waiver,including an implicit waiver, from a provision of our Code of Business Conductto any of our principal executive officer, principal financial officer,principal accounting officer or controller or persons performing similarfunctions that relates to any element of the code of ethics definition asenumerated in paragraph (9)(b) of General Instruction B to Form 40-F,

 

then we will disclose in a Form 6-K any such amendmentor waiver. Such disclosure will specifically describe the nature of theamendment or waiver, and will, in the case of a waiver, name the person to whomthe waiver was granted.

 

**PrincipalAccountant Fees and Services**

 

The following tableprovides information about the fees billed to us for professional servicesrendered by Meyers Norris Penny LLP, our principal accountant during fiscal2005, and by KPMG LLP, our principal accountant during fiscal 2004:

 
| ** **          | ** ** | **2005** | ** ** | **2004** | ** ** |
|---------------------|------------|----------|------------|----------|------------|
| Audit fees          |       | $        | 125,000    |     | $          | 150,000 |   |
| Audit-related  fees |       | 42,550   |       | —   |       |
| Tax fees            |       | 4,600    |       | —   |       |
| All other fees  (1) |       | 55,296   |       | 43,600   |       |
| Total fees          |       | $        | 227,446    |     | $          | 193,600 |   |

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(1) Total includes $44,696 paid to KPMG LLP in2005.

 

**Audit Fees.**Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

 

**Audit-Related Fees.**Audit-related fees included fees relating to the review of our quarterly financial statements.

 

**Tax Fees.**Tax fees included tax compliance, tax planning, tax advice and various taxation matters.

 

**All Other Fees.**All other fees consists of services provided by our principal accountant other than audit, audit-related and tax services, including prospectus and other offering related work.

 

**Pre-Approval Policies**

 

All audit and non-auditservices performed by our auditors for the 2005 and 2004 fiscal years werepre-approved by our audit committee. It is our policy that all audit andnon-audit services performed by our auditors will continue to be pre-approvedby our audit committee.

 

**Off-Balance Sheet Arrangements**

 

We have no off-balancesheet arrangements to report.

 

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**Disclosureof Contractual Obligations**

 

In the normal course ofbusiness we are obligated to make future payments. These obligations representcontracts and other commitments that are 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                                                                                                    |       | $                         | 0          |   | $ | 0 |   | $ | 0 |   | $ | 0 |   | $ | 0 |   |
| Capital (finance) lease obligations                                                                                           |       | 0                         |       | 0 |   | 0 |   | 0 |   | 0 |   |
| Operating lease obligations                                                                                                   |       | 3,370,000                 |       | 1,197,000 |   | 1,907,000 |   | 266,000 |   | 0 |   |
| Purchase obligations                                                                                                          |       | 0                         |       | 0 |   | 0 |   | 0 |   | 0 |   |
| Other long-term liabilities reflected on the Company’s  balance sheet under the GAAP of the primary financial statements |       | 8,929,000                 |       | 8,929,000 |   | 0 |   | 0 |   | 0 |   |
| Total                                                                                                                         |       | $                         | 12,299,000 |   | $ | 10,126,000 |   | $ | 1,907,000 |   | $ | 266,000 |   | $ | 0 |   |

 

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**Audit Committee**

 

We have established an auditcommittee in accordance with section 15 U.S.C. 78c(a)(58)(A). Each of thefollowing directors serves on the audit committee: Mr. Gerald J. Maier, Mr. AlexanderSquires and Mr. Thomas J. Harp. See the section entitled “AuditCommittee” in our Annual Information Form for the year ended December 31,2005, which is filed as Exhibit 99.2 to this Annual Report on Form 40-F.

 

**Undertaking**

 

We undertake to makeavailable, in person or by telephone, representatives to respond to inquiriesmade by the Commission staff, and to furnish promptly, when required to do soby the Commission staff, information relating to: the securities registered pursuantto Form 40-F; the securities in relation to which the obligation to filean Annual Report on Form 40-F arises; or transactions in said securities.

 

**Consent to Service of Process**

 

We have previously fileda 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. Anychange to the name and address of the agent for service for service of processshall be communicated promptly to the Securities and Exchange Commission by anamendment 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 AnnualReport to 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:                        | President and Chief Executive Officer |
|   | Date:                         | March 31, 2006 |

 

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**EXHIBITS**

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                              |
|-------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **  | ** ** | ** **                                                                                                                                                                   |
| 99.1        |       | 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). |

 

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