Form 40-F

40-F/A 1 f40f.htm FORM 40F-A AMEND NO. 2 OF THE REGISTRANT DATED MARCH 11, 2008 Form 40-F

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 2)

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

X Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended October 31, 2007

Commission File Number 001-32345

Cardero Resource Corp.

(Exact name of registrant as specified in its charter)

British Columbia
(Province or Other Jurisdiction of Incorporation or Organization)

1041
(Primary Standard Industrial Classification Code)

Not Applicable
(I.R.S. Employer
Identification No.)

1901 – 1177 West Hastings Street

Vancouver, British Columbia, V6E 2K3
(604) 408-7488
(Address and telephone number of registrant’s principal executive offices)

DL Services Inc.

U.S. Bank Centre, 1420 5^th Avenue, Suite 3400

Seattle, WA 98101-4010

(206) 903-8800

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Name of Each Exchange On Which Registered:
Common Shares, no par value	American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

X Annual Information Form

X Audited Annual Financial Statements

At October 31, 2007, the Registrant had outstanding 47,321,439 common shares without par value.

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 X No

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. X Yes No

REASON FOR FILING AMENDMENT NO. 2

This Amendment No. 2 to the Form 40-F annual report of Cardero Resource Corp. (the “Registrant” or the “Company”) for the fiscal year ended October 31, 2007 is being filed to correct a typographical error on the cover page to Amendment No. 1.

DOCUMENTS INCORPORATED BY REFERENCE

The Annual Information Form (“AIF”) of the Company for the fiscal year ended October 31, 2007 is incorporated herein by reference.

The audited consolidated financial statements of the Company for the years ended October 31, 2007 and 2006, including the report of the auditors with respect thereto, are incorporated herein by reference. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 13 to the Company’s audited consolidated financial statements.

The Company’s management’s discussion and analysis (“MD&A”) for the year ended October 31, 2007 is incorporated herein by reference.

EXPLANATORY NOTE

The Company is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Exchange Act on Form 40-F. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, the Company’s equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.

The Company prepares its financial statements in accordance with Canadian generally accepted accounting practices (“GAAP”), and they may be subject to Canadian auditing and auditor independence standards. Accordingly, the financial statements of the Company included in this report may not be comparable to financial statements of United States companies. Significant differences between Canadian GAAP and United States GAAP are described in Note 13 to the audited consolidated financial statements of the Company included in this report.

Unless otherwise indicated, all dollar amounts are reported in Canadian dollars.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements concerning anticipated developments in the operations of the Company in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the AIF.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Company assumes no obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

DISCLOSURE CONTROLS AND PROCEDURES

The information provided under the heading “Evaluation of Disclosure Controls and Procedures” (page 18) contained in the MD&A is incorporated by reference herein.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The information provided under the heading “Management’s Report On Internal Control Over Financial Reporting” contained at the beginning of the Company’s audited consolidated financial statements is incorporated by reference herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The information provided under the heading “Changes In Internal Control Over Financial Reporting” (page 19) contained in the MD&A is incorporated by reference herein.

AUDIT COMMITTEE IDENTIFICATION AND FINANCIAL EXPERT

The information provided in Schedule “A” to the AIF is incorporated by reference herein. The Company’s Board of Directors has determined that Stephan Fitch, a member of the Audit Committee, is an “audit committee financial expert” within the meaning of the Commission’s rules. Mr. Fitch satisfies the criteria for director independence under the rules of the American Stock Exchange as in effect as of the date of this annual report on Form 40-F.

INDEPENDENT ACCOUNTANTS’ FEES AND SERVICES

The information provided under the headings “Preapproval Policies and Procedures” (page 13) and “External Auditor Service Fees (By Category)” (page 14) contained in Schedule “A” to the AIF is incorporated by reference herein.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. A copy of the Company’s code of ethics is available on the Company’s website at www.cardero.com.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table presents, as at October 31, 2007, the Company’s known contractual obligations, aggregated by type of contractual obligation as set forth below:

Contractual obligations	Total	Less than 1 Year	1-3 Years	3-5 Years	More than 5 Years
Operating lease obligations⁽¹⁾	$428,652	$142,884	$285,768	Nil	Nil
Total contractual obligations	$428,652	$142,884	$285,768	Nil	Nil

Note:

(1)

The Company is committed to monthly lease payments for its premises of $11,907 for its current lease expiring August 31, 2010.

UNDERTAKINGS

The Company 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 to transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed with the Commission a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referring the file number of the Company.

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 amended annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

CARDERO RESOURCE CORP.

/s/ Hendrik van Alphen

Hendrik van Alphen

President and Chief Executive Officer

Date: March 11, 2008

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this annual report on Form 40-F.

Exhibit	Description
1.⁽⁵⁾	Annual Information Form
2.⁽⁵⁾	Audited Consolidated Financial Statements for the years ended October 31, 2007 and 2006, including the report of the auditors with respect thereto
3.⁽⁶⁾	Management’s Discussion and Analysis for the year ended October 31, 2007 (as amended)
4.⁽¹⁾	Management Information Circular dated April 3, 2007 in respect of the 2007 Annual General Meeting
5.⁽²⁾	Technical report dated January 5, 2007 entitled “Diamond Drill Report on the Picale Property, Baja California Norte IOCG Project (Alisitos Project) – Baja California Norte, Mexico” prepared by Gary D. Belik, P.Geo.
6.⁽⁵⁾	Technical report dated January 20, 2008 entitled “Summary Report on the Incahuasi Gold Project, Northwest Argentina” prepared by Michael Henrichsen, P.Geo of Red Viking Consulting
7.⁽⁵⁾	Technical report dated December 15, 2007 entitled “Technical Report on the Iron Sands Project: The Pampa El Toro, Carbonera and Tanaca Dune Fields, near Nazca, Peru” prepared by Mark D. Cruise, Euro Geol.
8.⁽³⁾	Technical Report dated August 6, 2005 entitled “Geological Valuation report of the Pampa de Pongo Property, Arequipa Department, Caraveli Province, Peru” prepared by Jan N. Helsen, Ph.D., P.Geo.
9.⁽⁴⁾	Technical Report dated March 22, 2005 entitled “Amended Geological Report on the Pampa de Pongo Property, department of Arequipa, Caraveli Province, Peru” prepared by Gary D. Belik, P.Geo.
10.	Certification of Chief Executive Officer as Required by Rule 13a-14(a) under the Exchange Act
11.	Certification of Chief Financial Officer as Required by Rule 13a-14(a) under the Exchange Act
12.	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
14.⁽⁵⁾	Consent of Smythe Ratcliffe
15.⁽⁵⁾	Consent of G. Belik
16.⁽⁵⁾	Consent of M. Henrichsen
17.⁽⁵⁾	Consent of M. Cruise
18.⁽⁵⁾	Consent of J. Helsen
19.⁽⁵⁾	Consent of K. Henderson

(1)

Incorporated by reference to the Form 6-K furnished by the Company on April 16, 2007.

(2)

Incorporated by reference to the Form 6-K furnished by the Company on January 30, 2007.

(3)

Incorporated by reference to the Form 6-K furnished by the Company on September 12, 2005.

(4)

Incorporated by reference to the Form 6-K furnished by the Company on April 29, 2005.

(5)

Incorporated by reference to the Company’s annual report on Form 40-F for the year ended October 31, 2007.

(6)

Incorporated by reference to Amendment No. 1 to the Company’s amended annual report on Form 40-F for the year ended October 31, 2007.