Title of Each Class | Name of Each Exchangeon Which Registered | |
N/A | N/A |
[X] Annual information form | [X] Audited annual financial statements |
PRINCIPAL DOCUMENTS
The following documents of Southwestern Resources Corp. (the “Company”) have been filed as part of this Annual Report on Form 40-F:
1. Renewal Annual Information Form of the Company for the year ended December 31, 2004 included herein as Exhibit 99.1.
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the year ended December 31, 2004 included herein as Exhibit 99.2.
3. Audited Financial Statements of the Company for the years ended December 31, 2004 and 2003, together with the auditor’s report thereon included herein as Exhibit 99.3 and 99.4. (Note 16 to the Audited Financial Statements relates to differences between Canadian and United States Generally Accepted Accounting Principles.)
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of December 31, 2004, an evaluation was carried out by the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Internal Control over Financial Reporting
During the fiscal year ended December 31, 2004, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
None.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company has an Audit Committee established by the Board of Directors. The members of the Audit Committee are W. David Black, James B. Hume and William D. McCartney. The Board has designated James B. Hume as the “Audit Committee Financial Expert” as that term is defined under Section 407 of the Sarbanes-Oxley Act of 2002. Mr. Hume is “independent” as that term is defined under the rules of the American Stock Exchange.
CODE OF ETHICS
The Company has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer and principal accounting officer. A copy of the Company’s Code of Business Conduct and Ethics is available to any person without charge, upon request to the Company’s office at Suite 1650, 701 W. Georgia Street, Vancouver, BC, Canada V7Y 1C6.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate amounts billed by Deloitte & Touche LLP (“D&T”) to the Company for each of the fiscal years ended December 31, 2004 and 2003 for audit fees, audit-related fees, tax fees and all other fees are set forth below:
Year Ended | Year Ended | ||||||
31-Dec-04 | 31-Dec-03 | ||||||
Audit Fees (1) | $ | 92,500 | $ | 87,300 | |||
Audit-Related Fees (2) | $ | 6,400 | $ | 4,500 | |||
Tax Fees (3) | $ | 7,325 | $ | 48,000 | |||
All Other Fees | $ | -- | $ | -- | |||
Totals | $ | 106,225 | $ | 139,800 |
NOTES:
(1) “Audit Fees” represent fees for the audit of the Company’s annual financial statements, review of the Company’s interim financial statements and review in connection with the Company’s statutory and regulatory filings.
(2) “Audit-Related Fees” represent fees for assurance and related services that are related to the performance of the audit, principally for consultation concerning financial accounting and reporting standards. The audit-related fees in 2004 pertain to assistance with compliance with Section 302 of the Sarbanes-Oxley Act and review of the Company’s audit committee charter.
(3) “Tax Fees” represent fees for tax compliance, tax advice and tax planning. The nature of the services comprising the fees disclosed under this category includes preparation of tax returns, tax advice in relation to employee stock option benefits and tax planning involving the Company’s offshore entities.
The Audit Committee pre-approves the services to be provided by the external auditor as part of the audit engagement. The Audit Committee also pre-approves the non-audit related services provided by the external auditor with a view to ensuring independence of the auditor, and in accordance with any applicable regulatory requirements, including the requirements of The Toronto Stock Exchange with respect to approval of non-audit related services performed by the external auditor. All of the fees paid to D&T in 2004 were pre-approved by the audit committee.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements required to be disclosed in this Annual Report on Form 40-F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
With respect to contractual obligations, the Company has commitments relating to its leasehold obligations totaling $187,546 over two years (2005 - $132,386; 2006 - $55,160).
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Undertaking
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 requested 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.
Consent to Service of Process
The Registrant has previously filed with the Commission a Form F-X in connection with the filing of its Annual Report on Form 40-F for the year ended December 31, 2003.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant 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, thereunto duly authorized.
SOUTHWESTERN RESOURCES CORP.
Registrant
By:/s/ Parkash K. Athwal
Name: Parkash K. Athwal
Title: Vice President, Finance and CFO
Date: March 28, 2005
EXHIBIT INDEX
The following exhibits have been filed as part of this annual report: