**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****Form 40-F****[Check one]**   o **REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934****OR**   þ **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: 0-30600****TheWestaim Corporation**(Exact name of Registrant as specified in its charter)**Alberta** (Province or other jurisdiction of incorporation or organization)**3674**(PrimaryStandard Industrial Classification Code Number (if applicable)**Not Applicable** (I.R.S. Employer Identification Number (if applicable))**1010Sun Life Plaza I, West Tower, 144 —4****th****Avenue S.W., Calgary, Alberta T2P 3N4 Canada, Telephone(403) 234-3100**(Address and telephone number of Registrant’s principal executive offices)**ScottGillis, Nucryst Pharmaceuticals Inc., 50 Audubon Road, Wakefield, MA01880, Telephone (781) 246-6010**(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)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** **The Nasdaq Stock Market**         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** (Title of Class)For annual reports, indicate by check mark the information filed with this Form:     þAnnual informationform          þ Audited annual financial statementsIndicate the number of outstanding shares of each of the issuer’s classes of capital or commonstock as of the close of the period covered by the annual report.**92,900,649 Common Shares, without par value**      Indicate by check mark whether the Registrant by filing the information contained in this Formis also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under theSecurities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filingnumber assigned to the Registrant in connection with such Rule.Yes o            No þ     Indicate by check mark whether the Registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorterperiod that the Registrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.Yesþ           Noo  
 

 
**DISCLOSURE CONTROLS AND PROCEDURES****A.** **Evaluation of Disclosure Controls and Procedures**     As of the end of the Registrant’s fiscal year ended December 31, 2005, an evaluationof the effectiveness of the Registrant’s “disclosure controls and procedures” (as such termis defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)) was carried out by the Registrant’s chief executive officerand chief financial officer. Based upon that evaluation, the Registrant’s chief executiveofficer and chief financial officer have concluded that as of the end of that fiscal year,the Registrant’s disclosure controls and procedures are effective to ensure that theinformation required to be disclosed by the Registrant in reports that it files or submitsunder the Exchange Act is recorded, processed, summarized and reported within the timeperiods specified in Securities and Exchange commission rules and forms.**B.** **Changes in Internal Control Over Financial Reporting**     There was no change in the Registrant’s internal control over financial reporting thatoccurred during the period covered by this report that has materially affected, or isreasonably likely to materially affect, its internal control over financial reporting.**AUDIT COMMITTEE FINANCIAL EXPERT**     See page 20 of Exhibit 1 to this report.**CODE OF ETHICS**     The Registrant has adopted a Finance Code of Conduct for Chief Executive and SeniorFinancial Officers (the “Code of Conduct”). The Code of Conduct has been filed on and isaccessible through EDGAR at www.edgar-online.com. The Code of Conduct has alsobeen posted on the Registrant’s Internet website at www.westaim.com.**PRINCIPAL ACCOUNTANT FEES AND SERVICES**     See page 21 of Exhibit 1 to this report.**AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES**     See page 21 of Exhibit 1 to this report.**OFF-BALANCE SHEET ARRANGEMENTS**     As at December 31, 2005, the Registrant has not entered into any off-balance sheetarrangements.**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**     See page 17 of Exhibit 2 to this report.**IDENTIFICATION OF THE AUDIT COMMITTEE**     See page 20 of Exhibit 1 to this report.**EXEMPTION FROM NASDAQ CORPORATE GOVERNANCE REQUIREMENTS**     Marketplace Rule 4460(f) requires each Nasdaq National Market issuer to establish aquorum for any meeting of the holders of common stock of no less than 33 1/3% of theoutstanding shares. On June 5, 2000, pursuant to Marketplace Rule 4460(a), Nasdaq grantedto the Registrant an exemption from Nasdaq’s corporate governance rules. The Registrant’sby-laws state that a quorum for the transaction of business at any meeting of shareholdersshall be two persons present in person, each being a shareholder entitled to vote thereator a duly appointed proxyholder or representative for a shareholder so entitled.-2-
 

 
**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS****A.** **Undertaking**     The Registrant undertakes to make available, in person or by telephone, representatives torespond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do soby the SEC staff, information relating to the securities in relation to which the obligation tofile an annual report on Form 40-F arises or transactions in said securities.**B.** **Consent to Service of Process**     The Registrant has previously filed with the SEC a Form F-X in connection with the CommonShares.-3-
 

 
**SIGNATURES**     Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets allof the requirements for filing on Form 40-F and has duly caused this annual report to be signed onits behalf by the undersigned, thereto duly authorized.Registrant:**THE WESTAIM CORPORATION**     By: