Form 28 - Annual filing of reporting issuer [F - Rescinded]

This is the form to be completed as required under Section 184 (2) of the Securities Rules.

FORM 28

Securities Act

ANNUAL FILING OF REPORTING ISSUER

GENERAL INSTRUCTIONS:

Item 1 - Name of Reporting Issuer

Item2 - Jurisdiction under which Incorporated, Organized or Continued

Item 3 - Financial Year End

Item 4 - Voting Securities and Principal Holders of Voting Securities

(a) State as to each class of voting securities of the reporting issuer, the number of securities outstanding and the voting rights for each security of each class.

(b) If, to the knowledge of the directors or senior officers of the reporting issuer, any person beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10 per cent of the voting rights attached to any class of voting securities of the reporting issuer, name each such person, state the approximate number of the securities beneficially owned, directly or indirectly or over which control or direction is exercised, by each such person and the percentage of the class of outstanding voting securities of the reporting issuer represented by the number of voting securities so owned, controlled or directed.

Item 5 - Directors

(a) Name each director of the reporting issuer and state the period or periods during which he has served as such.

(b) State when the term of office of each director will expire.

(c) State whether the reporting issuer has an executive committee of its board of directors or is required to have an audit committee of the board of directors and, if so, name those directors who are members of each such committee.

(d) State all other positions and offices with the reporting issuer held by each director.

(e) State the present principal occupation, business or employment of each director. Give the name and principal business of any person in which any such employment is carried on.

(f) State the number of securities of each class of voting securities of the reporting issuer or of any subsidiary of the reporting issuer beneficially owned, directly or indirectly, or over which control or direction is exercised by each director.

(g) If voting securities carrying 10 per cent of the voting rights attached to any class of voting securities of the reporting issuer or of a subsidiary of the reporting issuer are beneficially owned, directly or indirectly or controlled or directed by any director and his associates or affiliates, state the number of securities of each class of voting securities beneficially owned, directly or indirectly or controlled or directed by the associates or affiliates naming each associate or affiliate whose security holdings are 10 per cent or more.

Item 6 - Executive Compensation

Complete and attach to or include in this form a Statement of Executive Compensation in Form 41.

Item 7 - Indebtedness of Directors, Executive Officers and Senior Officers

(a) The information required by this Item must be provided for each individual who is, or at any time during the most recently completed financial year, was a director, executive officer and senior officer of the issuer, each proposed nominee for election as a director of the issuer, and each associate of any such director, officer or proposed nominee,

(i) who is, or at any time since the beginning of the most recently completed financial year of the issuer has been, indebted to the issuer or any of its subsidiaries, or

(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.

(b) State in the tabular form under the caption set out, for any indebtedness referred to in paragraph (a) of this Item that was entered into in connection with a purchase of securities of the issuer or any of its subsidiaries:

(i) The name of the borrower (column (a)).

(ii) If the borrower is a director, executive officer or senior officer, the principal position of the borrower. If the borrower was, during the year, but no longer is a director or officer, include a statement to that effect. If the borrower is a proposed nominee for election as a director, include a statement to that effect. If the borrower is included as an associate describe briefly the relationship of the borrower to an individual who is or, during the year, was a director, executive officer or senior officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual (column (a)).

(iii) Whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).

(iv) The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).

(v) The aggregate amount of indebtedness outstanding as at a date within thirty days of certification of the annual filing (column (d)).

(vi) Separately for each class or series of securities, the sum of the number of securities purchased during the last completed financial year with the financial assistance (column (e)).

(vii) The security for the indebtedness, if any, provided to the issuer, any of its subsidiaries or the other entity (column (f)).

TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS

AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS

__________________________________________________

Largest Amount Financially Assisted
Outstanding Amount Securities Purchases
Name and Involvement During [Last Outstanding During [Last
Principal of Issuer or Completed as at [current Completed Security for
Position Subsidiary Financial Year] date] Financial Year] Indebtedness
($) ($) (#)
(a) (b) (c) (d) (e) (f)

____________________________________________________

____________________________________________________

____________________________________________________

(c) State in the introduction immediately preceding the table required by paragraph (b) of this Item, for indebtedness entered into in connection with a purchase of securities of the issuer or any of its subsidiaries, separately, the aggregate indebtedness,

(i) to the issuer or any of its subsidiaries, and

(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,

of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the annual filing.

(d) State in the tabular form under the caption set out, for any indebtedness referred to in paragraph (a) of this Item that was not entered into in connection with a purchase of securities of the issuer or any of its subsidiaries, the information referred to in subparagraphs (b) (i) through (v) of this Item.

TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

[insert if the issuer has a securities purchase program

"OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS"]

________________________________________

Largest Amount|
Outstanding Amount
Name and Involvement During [Last Outstanding
Principal of Issuer or Completed as at [current
Position Subsidiary Financial Year] date]
($) ($)
(a) (b) (c) (d)

_______________________________________

______________________________________

______________________________________

(e) State in the introduction immediately preceding the table required by paragraph (d) of this Item, for indebtedness not entered into in connection with a purchase of securities of the issuer or any of its subsidiaries, separately, the aggregate indebtedness,

(i) to the issuer or any of its subsidiaries, and

(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,

of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within thirty days of certification of the annual filing.

(f) Disclose in a footnote to, or a narrative accompanying, each table required by this Item,

(i) the material terms of each incidence of indebtedness and, if applicable, of each guarantee, support agreement, letter of credit or other similar arrangement or understanding, including without limitation the term to maturity, rate of interest and any understanding, agreement or intention to limit recourse, and for the table required by paragraph (d) only, any security for the indebtedness and the nature of the transaction in which the indebtedness was incurred,

(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding, and

(iii) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including but not limited to provisions for exchange, conversion, exercise, redemption, retraction and dividends.

(g) No disclosure need be made under this Item of an incidence of indebtedness that has been entirely repaid on or before the date of certification of the annual filing or of routine indebtedness.

"Routine indebtedness" means indebtedness described in any of the following clauses:

(i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this clause must not exceed $25,000.

(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if,

A. the borrower is a full-time employee of the issuer,

B. the loan is fully secured against the residence of the borrower, and

C. the amount of the loan does not exceed the annual salary of the borrower.

(iii) If the issuer makes loans in the ordinary course of business, a loan is considered routine indebtedness if made to a person or company other than a full-time employee of the issuer, and if the loan,

A. is made on substantially the same terms, including those as to interest rate and security, as are available when a loan is made to other customers of the issuer with comparable credit ratings, and

B. involves no more than usual risks of collectibility.

(iv) Indebtedness arising by reason of purchases made on usual trade terms or of ordinary travel or expense advances, or for similar reasons is considered routine indebtedness if the repayment arrangements are in accord with usual commercial practice.

(h) For purposes of this Item, "executive officer" has the same meaning as in Form 41 and "support agreement" includes, but is not limited to, an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.

Item 8 - Interests of Insiders in Material Transactions

Describe briefly and, where practicable, state the approximate amount of any material interest, direct or indirect, of any insider of the reporting issuer or any associate or affiliate of any insider of the reporting issuer in any transaction since the commencement of the reporting issuer's last financial year or in any proposed transaction which has materially affected or would materially affect the reporting issuer or any of its subsidiaries.

INSTRUCTIONS:

Item 9 - Auditor of the Reporting Issuer

Name the auditor of the reporting issuer. If the auditor was first appointed within the last five years, state the date when the auditor was first appointed.

Item 10 - Management Contracts

Where management functions of the reporting issuer or any subsidiary of the reporting issuer are to any substantial degree performed by a person other than the directors or senior officers of the reporting issuer or subsidiary:

(i) give details of the agreement or arrangement under which the management functions are performed, including the name and address of any person who is a party to the agreement or arrangement or who is responsible for performing the management functions;

(ii) give the names and home addresses in full or, alternatively, solely the municipality of residence or postal address, of the insiders of the person with which the reporting issuer or subsidiary has any such agreement or arrangement and, if the following information is known to the directors or senior officers of the reporting issuer, give the names and addresses of any person that would be an insider of any person with which the reporting issuer or subsidiary has any such agreement or arrangement if the person were a reporting issuer;

(iii) with respect to any person named in answer to paragraph (i), state the amounts paid or payable by the reporting issuer and its subsidiaries to the person since the commencement of the reporting issuer's last financial year and give particulars; and

(iv) with respect to any person named in answer to paragraph (i) or (ii) and their associates and affiliates, give particulars of,

(a) any indebtedness of the person, associate or affiliate to the reporting issuer or its subsidiaries that was outstanding, and

(b) any transaction or arrangement of the person, associate or affiliate with the reporting issuer or subsidiary,

at any time since the commencement of the reporting issuer's last financial year.

INSTRUCTIONS: