Orezone Resources Inc - Amended Annual Report (foreign private issuer) (40-F/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM 40-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

Commission file number: 001-31890

OREZONE RESOURCES INC.

(Exact Name of Registrant as Specified in its Charter)

Canada	1040	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

290 Picton Street, Suite 201, Ottawa, Ontario K1K 8P8, Canada

(613) 241-3699

(Address and Telephone Number of Registrant’s Principal Executive Offices)

DL Services, Inc., U.S. Bank Center, 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 registered or 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 Toronto Stock Exchange

Securities registered or to be 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:

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: 355,955,938

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. o 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 o No

EXPLANATORY NOTE

This Amendment No. 1 to Form 40-F for the year ended December 31, 2007 is being filed to correct typographical errors in Notes 5 and 16 of the Annual Financial Statements filed as Exhibit 99.3. No other changes to the original annual report on Form 40-F including, the Registrant’s financial statements, have been made.

EXHIBITS

99.1*		Annual Information Form of the Company for the year ended December 31, 2007

99.2*		Management’s Discussion and Analysis

99.3(1)		Annual Financial Statements

99.4*		Management’s Report on Internal Control over Financial Reporting

99.5		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of 1934

99.6		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.7(1)		Consent of Deloitte & Touche LLP, Chartered Accountants

99.8(1)		Consent of PricewaterhouseCoopers LLP, Chartered Accountants

99.9*		Consent of G. Saucier

99.10*		Consent of Y. Buro

99.11*		Consent of I. Glacken

99.12*		Consent of J. Hawxby

99.13*		Consent of M. Harley

99.14*		Consent of Gold Fields Ltd.

99.15*		Consent of S. Solomons

* previously filed

(1) Replaces exhibit of same description filed with the annual report on Form 40-F dated March 31, 2008.

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, thereto duly authorized.