FORM 20-F/A
AMENDMENT NO. 1
[ ] Registration Statement Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
or
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission file number: 000-30196
TRIMARK ENERGY LTD.
(formerly Trimark Oil & Gas Ltd.)
(Exact name of Registrant as specified in its charter)
TRIMARK ENERGY LTD.
(formerly Trimark Oil & Gas Ltd.)
(Translation of Registrant's name into English)
YUKON TERRITORY, CANADA
(Jurisdiction of incorporation or organization)
1305 - 1090 WEST GEORGIA STREET, VANCOUVER, BRITISH COLUMBIA, V6E 3V7
(Address of principal executive offices)
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.
COMMON STOCK, NO PAR VALUE
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
NOT APPLICABLE
(Title of Class)
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 the annual
report.
2,926,859 COMMON SHARES AS OF AUGUST 31, 2002
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
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Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 X Item 18 Page 1 of 5
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ITEM 19. EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION PAGE
1.1 Roll Over Articles of Golden Chance Resources Inc. N/A
and amendments thereto.(1)
1.2 Certificate of Continuance and Articles of Continuance N/A
for Trimark Resources Ltd. and amendments thereto.(1)
1.3 Bylaws of Trimark Resources Ltd.(1) N/A
4.12 Form of Loan Agreement Between Donald W. Busby and N/A
Trimark Oil & Gas Ltd. dated November 19, 1999(2)
4.13 Oil and Gas Prospect Exploration and Development N/A
Agreement dated February 26, 2000(2)
4.14 Agreement between Berkley Petroleum, Inc., Hilton N/A
Petroleum Inc., Trimark Resources Inc., STB Energy
Inc., and KOB Energy Inc., dated June 10,2002(3)
8.1 List of Subsidiaries(3) N/A
12.1 Certification of Donald W. Busby Pursuant to 18 N/A
U.S.C. Section 1350, as adopted, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002(3)
12.2 Certification of Nick DeMare Pursuant to 18 U.S.C. N/A
Section 1350, as adopted, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002(3)
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form 20-F, filed with the Commission on July 29, 1999. File number 0-30196.
(2) Previously filed as an exhibit to the Company's Annual Report on Form 20-F,
filed with the Commission on February 28, 2001. File number 0-30196.
(3) Previously filed as an exhibit to the Company's Annual Report on Form 20-F,
filed with the Commission on February 19, 2003. File number 0-30196.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
TRIMARK ENERGY LTD.
Dated: May 20, 2003 /s/ DONALD W. BUSBY
------------------------------------------
Donald W. Busby,
Chairman, President, Chief Executive
Officer and Director
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CERTIFICATION
I, Donald W. Busby, certify that:
1. I have reviewed this annual report on Form 20-F of Trimark Energy Ltd.;
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 procedure 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 (or 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 or not 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: FEBRUARY 12, 2003
------------------------
Signed: /s/ DONALD W. BUSBY
------------------------
Donald W. Busby, Chairman, President, Chief Executive Officer
and Director
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CERTIFICATION
I, Nick DeMare, certify that:
1. I have reviewed this annual report on Form 20-F of Trimark Energy Ltd.;
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 procedure 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 (or 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 or not 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: FEBRUARY 12, 2003
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Signed: /s/ NICK DEMARE
----------------------------------------
Nick DeMare, Chief Financial Officer, Director
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