SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(CHECK ONE:)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(b) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 COMMISSION FILE NUMBER: 001-31395
CANADIAN SUPERIOR ENERGY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ALBERTA
(PROVINCE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
SUITE 330, 400 3RD AVENUE, SW
CALGARY, ALBERTA, CANADA T2P 4H2
TELEPHONE NUMBER: (403) 294-1411
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SUITE 330, 400 3RD AVENUE, SW
CALGARY, ALBERTA, CANADA T2P 4H2
TELEPHONE NUMBER: (403) 294-1411
(NAME, ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF AGENT FOR SERVICE IN THE UNITED STATES)
1311 NOT APPLICABLE
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
CLASSIFICATION CODE (IF APPLICABLE)) NUMBER (IF APPLICABLE))
Securities registered or to be registered pursuant to Section 12(b)
of the Act. NONE.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
TITLE NAME OF EACH EXCHANGE ON WHICH QUOTED
------------------ --------------------------------------
Common Shares The American Stock Exchange
The Toronto Stock Exchange
Securities for which there 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] Annual information form [X] Audited annual financial statements
Indicate number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
96,101,299 common shares as at December 31, 2003
Indicate by check mark whether the Registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.
Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such 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 [ ]
TABLE OF CONTENTS
Page Number
Principal Documents 3
Controls and Procedures 3
Audit Committee Financial Expert 3
Code of Ethics 3
Principal Accountant Fees and Services 4
Pre-Approval Policies 4
Disclosure of Contractual Obligations 4
Identification of Audit Committee 4
Undertaking and Consent to Service of Process 4
EXHIBITS
EXHIBIT DESCRIPTION
------- -----------------------------------------------------------------------
1* Annual Information Form of the Registrant for the year ended
December 31, 2003.
2* Consolidated Audited Financial Statements of the Registrant for the
year ended December 31, 2003, and Auditors' Report to the Shareholders.
3* Management's Discussion and Analysis of the Registrant for the year
ended December 31, 2003.
4* Reconciliation of Consolidated Audited Financial Statements of the
Registrant to United States generally accepted accounting principals.
5* Consent of KPMG LLP.
6* Certification of Chief Executive Officer and Principal 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).
Notes:
* Filed herewith.
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Except where otherwise indicated, all dollar amounts stated in this Annual
Report on Form 40-F are Canadian dollars.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on
Form 40-F:
A. ANNUAL INFORMATION FORM
For our Annual Information Form for the year ended December 31, 2003, see
Exhibit 1 of this Annual Report on Form 40-F.
B. AUDITED ANNUAL FINANCIAL STATEMENTS
For our consolidated audited financial statements for the year ended
December 31, 2003, including the report of independent chartered accountants
with respect thereto, see Exhibit 2 of this Annual Report on Form 40-F. For a
reconciliation of important differences between Canadian and United States
generally accepted accounting principles, see Exhibit 4 of this Annual Report on
Form 40-F.
C. MANAGEMENT'S DISCUSSION AND ANALYSIS
For Management's Discussion and Analysis for the year ended December 31,
2003, see Exhibit 3 of this Annual Report on Form 40-F.
CONTROLS AND PROCEDURES
A. DISCLOSURE CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Principal Financial Officer, of the effectiveness of the
design and operation of our disclosure controls. Based on this evaluation, the
Chief Executive Officer and Principal Financial Officer concluded, that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic SEC reports. It
should be noted that the design of any system of control is based in part on
certain assumptions about the likelihood of future events and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.
B. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We have reviewed our internal controls, and there were no significant
changes to our internal controls or in other factors that could significantly
affect those controls subsequent to the date of their last evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that J. Ronald Woods is an audit
committee financial expert serving on its audit committee (as defined in
paragraph 8(b) of General Instruction B to Form 40-F). For a description of Mr.
Woods's relevant experience in financial matters, see Mr. Woods's employment
history in the section entitled "Directors and Officers" in the Registrant's
Annual Information Form for the year ended December 31, 2003, which is filed as
Exhibit 1 to this Annual Report on Form 40-F.
CODE OF ETHICS
While the Registrant does have internal policies and regulations governing
the behavior of its officers and employees, as of the date of this Annual Report
on Form 40-F, the Registrant has not adopted a formal code of ethics. In the
past, given the relatively small size of the Registrant, the board of directors
had not deemed it necessary to adopt a formal code of ethics in order to
effectively maintain the highest ethical standards for the Registrant's officers
and employees. The Company intends to adopt a formal code of ethics during the
current fiscal year.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table provides information about the fees billed to us for
professional services rendered by our principal accountants for fiscal 2003 and
2002. Except as otherwise noted, all of the fees set forth below for fiscal 2003
were billed by KPMG LLP, and all of the fees set forth below for fiscal 2002
were billed by Brown Smith Owen LLP.
AGGREGATE FEES BILLED BY THE
PRINCIPAL ACCOUNTANT
-----------------------------------------
2003 2002
----------------------- -----------------
($ thousands)
Audit fees 75.0 73.6
Audit-related fees 20.0 13.7
Tax fees 5.5 1.5
All other fees 112.2 ** -
Total Fees 212.7 88.8
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 services included fees relating to the
review of the Registrant's quarterly financial statements.
TAX FEES. Tax fees included tax compliance, tax planning, tax advice and
various taxation matters.
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.
** Includes $88,700 in fees billed by Brown Smith Owen LLP for prospectus and
other offering related work.
PRE-APPROVAL POLICIES
Since the enactment of the Sarbanes-Oxley Act of 2002 on July 30, 2002, all
audit and non-audit services performed by the Registrant's auditor for the
fiscal year ended December 31, 2003 were pre-approved by the audit committee of
the Registrant.
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
In the normal course of business the Registrant is obligated to make future
payments. These obligations represent contracts and other commitments that are
known and non-cancellable. For a tabular listing of such contractual
obligations, see the section entitled "Contractual Obligations" in the
Registrant's Management Discussion and Analysis for the year ended December 31,
2003, which is filed as Exhibit 3 to this Annual Report on Form 40-F.
IDENTIFICATION OF AUDIT COMMITTEE
The Registrant has established 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: Rodney D. Erskine, Charles Dallas and J. Ronald Woods. See the
section entitled "Directors and Officers" in the Registrant's Annual Information
Form for the year ended December 31, 2003, which is filed as Exhibit 1 to this
Annual Report on Form 40-F.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when required to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
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An Amended Form F-X signed by us is filed with the Commission together with
this Annual Report on Form 40-F.
Any change to the name and address of the agent for service for service of
process shall be communicated promptly to the Securities and Exchange Commission
by an amendment to the Form F-X.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that
it meets all of the requirements for filing on Form 40-F, and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.
CANADIAN SUPERIOR ENERGY INC.
By: /S/ GREG NOVAL
---------------------------------
Name: Greg Noval
Title: Chief Executive Officer
Date: May 26, 2004
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CERTIFICATIONS
I, Greg Noval, certify that:
1. I have reviewed this annual report on Form 40-F of Canadian Superior
Energy Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 26, 2004
By: /S/ GREG NOVAL
-----------------------------------
Name: Greg Noval
Title: Chief Executive Officer and
Principal Financial Officer
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EXHIBITS
EXHIBIT DESCRIPTION
------- -----------------------------------------------------------------------
1* Annual Information Form of the Registrant for the year ended
December 31, 2003.
2* Consolidated Audited Financial Statements of the Registrant for the
year ended December 31, 2003, and Auditors' Report to the Shareholders.
3* Management's Discussion and Analysis of the Registrant for the year
ended December 31, 2003.
4* Reconciliation of Consolidated Audited Financial Statements of the
Registrant to United States generally accepted accounting principals.
5* Consent of KPMG LLP.
6* Certification of Chief Executive Officer and Principal Financial
Officer pursuant to Rule 13a-14(b) and Section 1350 oaf Chapter 63 of
Title 18 of the United States Code (18 U.S.C. 1350).
Notes:
* Filed herewith.
8