UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
Amendment No. 1
[Check one]
[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[ x ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
| For the fiscal year ended December 31, 2005 | Commission File Number |
| 001-31891 |
TRANSGLOBE ENERGY CORPORATION
Exact name of Registrant as specified in its charter)
_________________________________________________
(Translation
of Registrant's name into English (if applicable))
Alberta, Canada
(Province or other
jurisdiction of incorporation or organization)
1311
(Primary Standard Industrial
Classification Code Number (if applicable))
_____________
(I.R.S. Employer Identification Number
(if applicable))
Suite 2500
605 – Fifth Avenue S.W.
Calgary, Alberta
Canada
T2P 3H5
(Address and telephone number of Registrant's principal executive offices)
John L. Mericle
Harris, Mericle & Wakayama
999 Third Avenue, Suite 3210
Seattle, Washington 98104
(Name, address (including zip code) and telephone number (including
area code)
of agent for service in the United States)
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Securities registered or to be registered pursuant to Section
12(b) of the Act.
None
(Title of Class)
Securities registered or to be registered pursuant to Section
12(g) of the Act.
Common Shares Without Par Value
(Title of
Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
| [ x ] Annual information form | [ ] 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 the annual report.
The number of shares outstanding of the issuer's common
shares as of December 31,
2005 was 58,472,439.
______________________________
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 [ ]
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 [ ]
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EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report of TransGlobe Energy Corporation (the “Company”) on Form 40-F for the year ended December 31, 2005 is filed herewith for the sole purpose of providing certain revised information contained in the Company’s Amended Annual Information form (“Amended AIF”). The Amended AIF was prepared at the request of the Alberta Securities Commission to revise certain information related to the presentation format of the statement of reserves and associated schedules contained in the Company’s AIF. The additional/amended disclosures can be found on pages 3, 23, 28, 35, 36 and Schedules A & B, of the Amended AIF.
This 40-F/A consists of a cover page, this explanatory note, the above-described Amended AIF, the signature page, Consent of Independent Engineers and certifications made by the Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.
Other than as expressly set forth above, this Form 40-F/A does not and does not purport to, update, or restate the information in any Item of the Form 40-F or reflect any events that have occurred after the Form 40-F was filed.
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/A; the securities in relation to which the obligation to file an annual report on Form 40-F/A arises; or transactions in said securities.
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/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| Registrant: | TRANSGLOBE ENERGY CORPORATION | |
| By : | /s/ Ross Clarkson | |
| Ross G. Clarkson, Chief Executive Officer | ||
| Date: | August 9, 2006 |
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EXHIBITS
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