Who May Use Form 20-F and When It Must be Filed.

• Any foreign private issuer may use this form as a registration statement under Section 12 of the Securities Exchange Act of 1934 (referred to as the Exchange Act) or as an annual or transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition report is filed when an issuer changes its fiscal year end. The term "foreign private issuer" is defined in Rule 3b-4 under the Exchange Act.
  
  
• A foreign private issuer must file its annual report on this Form within six months after the end of the fiscal year covered by the report.
  
  
• A foreign private issuer filing a transition report on this Form must file its report in accordance with the requirements set forth in Rule 13a-10 or Rule 15d-10 under the Exchange Act that apply when an issuer changes its fiscal year end.

Form 40F is for the following
Form 40-F may be used to file reports with the Commission pursuant to Section 15(d) of the Exchange Act and Rule 15d-4 thereunder by Registrants that are subject to the reporting requirements of that Section solely by reason of their having filed a registration statement on Form F-7, F-8, F-9, F-10 or F-80 under the Securities Act of 1933 (the "Securities Act").

F-7 is for a rights offering only and only for Canadian issuers:
Form F-7 may be used for the registration under the Securities Act of 1933 (the "Securities Act") of the Registrant's securities offered for cash upon the exercise of rights to purchase or subscribe for such securities that are granted to its existing securityholders in proportion to the number of securities held by them as of the record date for the rights offer.

Form F-7 is available to any Registrant that:

• is incorporated or organized under the laws of Canada or any Canadian province or territory; is a foreign private issuer; and
  
  
• has had a class of its securities listed on The Montreal Exchange, The Toronto Stock Exchange or the Senior Board of the Vancouver Stock Exchange for the 12 calendar months immediately preceding the filing of this Form, has been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority in Canada for a period of at least 36 calendar months immediately preceding the filing of this Form, and is currently in compliance with obligations arising from such listing and reporting.

F-8 is merger if documents are filed and cleared in Canada:
Form F-8 may be used for registration under the Securities Act of 1933 ("Securities Act") of securities to be issued in an exchange offer or in connection with a statutory amalgamation, merger, arrangement or other reorganization requiring the vote of shareholders of the participating companies (a "business combination"). Securities may be registered on this Form whether they constitute the sole consideration for such exchange offer or business combination, or are offered in conjunction with cash.

This Form shall not be used for registration of securities if no takeover bid circular or issuer bid circular (in the case of an exchange offer) or information circular (in the case of a business combination) is prepared pursuant to the requirements of any Canadian jurisdiction due to the availability of an exemption from such requirements.

This Form may not be used for registration of derivative securities except:
warrants, options and rights, provided that such securities and the underlying securities to which they relate are issued by the Registrant, its parent or an affiliate of either; and
convertible securities. provided that such securities are convertible only into securities of the Registrant, its parent or an affiliate of either.

Foreign Private Issuer
The term "foreign private issuer" means any foreign issuer other than a foreign government except an issuer meeting the following conditions:

More than 50 percent of the outstanding voting securities of such issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States; and

Any of the following:

• The majority of the executive officers or directors are NOT United States citizens or residents,
  
• More than 50 percent of the assets of the issuer are NOT located in the United States, or
  
• The business of the issuer is NOT administered principally in the United States.

The business of the issuer is administered principally in the United States. For the purpose of this paragraph, the term "resident," as applied to security holders, shall mean any person whose address appears on the records of the issuer, the voting trustee, or the depositary as being located in the United States.

Differences from domestic issuer requirements:

• No 10-Q’s are required to be filed. Just a Form 20-F as an annual report.. Not due until 6 months after fiscal year end.
  
• No 8-K’s are required. However Form 6-K must be filed for information distributed to shareholders
  
• No proxy solicitation Schedule 14A or 14C required.
  
• No Forms 3, 4, 5 or 13 D/G required. Insiders not subject to Section 16b short swing profit rules
  
• You must provide audited financial statements for the last 3 years, but a balance sheet for the earliest of the 3 years is not required. Audit must be dated within 12 months of filing.
  
• Interim financials: If the document is dated more than nine months after the end of the last audited financial year, it should contain consolidated interim financial statements, which may be unaudited (in which case that fact should be stated), covering at least the first six months of the financial year.

The Final SEC rule regarding International Disclosure Standards can be accessed at the official web site of the Securities & Exchange Commission.