Edgar Filing: CANADIAN SUPERIOR ENERGY INC

THIS DOCUMENT INCLUDES A COPY OF EXHIBIT 3 TO THE FORM 40-F, FILED ON MAY 21, 2003
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

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, 2002

Commission File Number 001-31395

CANADIAN SUPERIOR ENERGY INC.

(Exact name of Registrant as specified in its charter)

Alberta

1311

Not Applicable

(Province of other Jurisdiction
of Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer
Identification No.)

Suite 3300, 400 3^rd Avenue S.W.

Calgary, Alberta

Canada, T2P 4H2, (403) 294-1411

(Address and telephone number of Registrants’ principal executive offices)

Preston Gates & Ellis LLP

925 Fourth Avenue — Suite 2900

Seattle, WA 98104-1158

(206) 623-7580

(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:
None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of each class:		Name of each exchange on which registered:
Common Shares, without par value		The Toronto Stock Exchange The American 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:

ý Annual information form

ý Audited annual financial statements

Indicate the 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 this annual report.

The Registrant had 65,031,673 shares

outstanding at December 31, 2002

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 filing number assigned to the registrant in connection with such rule.

Yes o

82-

No ý

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 ý

No o

Explanatory Note: The purpose of this Form 40-F/A is to add an electronic copy of Exhibit 3 filed in paper format on May 21, 2003 pursuant to a Rule 201 temporary hardship exemption. Exhibit 3 is included herein.

FORM 40-F/A

Table of Contents

Number		Document

3*		Supplemental information and reconciliation with United States generally accepted accounting principles and auditors report thereon.

4*		Consent of Brown Smith Owen LLP

5.1 *		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

5.2 *		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Notes:

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A 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
		Greg Noval
		Chief Executive Officer

May 23, 2003

CERTIFICATIONS

I, Greg Noval, certify that:

1. I have reviewed this annual report on Form 40-F/A 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 the 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.

Date: May 23, 2003

/s/ Greg Noval

Greg Noval

Chief Executive Officer

Canadian Superior Energy Inc.

I, Robert A. Pilling, certify that:

1. I have reviewed this annual report on Form 40-F/A of Canadian Superior Energy Inc.;

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;

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

Date: May 23, 2003

/s/ Robert A. Pilling

Robert A. Pilling

Vice President and Secretary
(acting principal financial officer)

Canadian Superior Energy Inc.

EXHIBIT INDEX

Number		Document

3*		Supplemental information and reconciliation with United States generally accepted accounting principles and auditors report thereon.

4*		Consent of Brown Smith & Owen LLP

5.1 *		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

5.2 *		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Notes:

* Filed herewith.