UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 10,
2005
GRAN
TIERRA ENERGY INC.
(f/k/a
GOLDSTRIKE INC.)
(Exact
name of registrant as specified in its charter)
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Nevada
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333-111656
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98-0479924
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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300,
611 - 10th
Avenue S.W.
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Calgary,
Alberta, Canada
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T2R
0B2
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(Address
of principal executive offices)
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(Zip
Code)
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(403)
265-3221
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
4.01. Change in Registrant’s Certifying Accountants.
On
November 10, 2005, Gran Tierra Energy Inc., a Nevada corporation formerly known
as Goldstrike, Inc. (the “Registrant”), consummated a share purchase agreement
with Gran Tierra Energy Inc., a privately held Canadian company (“Gran Tierra
Canada”), and the holders of Gran Tierra Canada’s capital stock. That same day,
the Registrant and Gran Tierra Goldstrike, Inc., a Canadian subsidiary of the
Registrant, consummated an assignment agreement. In these two transactions,
the
holders of Gran Tierra Canada’s capital stock acquired shares of either the
Registrant’s common stock or exchangeable shares of Goldstrike Exchange Co., and
Goldstrike Exchange Co. acquired substantially all of Gran Tierra Canada’s
capital stock. Additionally, the Registrant changed its name to Gran Tierra
Energy Inc., with the management and business operations of Gran Tierra Canada,
remaining incorporated in the State of Nevada. Through these transactions,
Gran
Tierra Canada became a wholly-owned subsidiary of the Registrant.
Prior
to
the above-described transactions, the independent registered public accounting
firm for the Registrant was Moen and Company, and the independent auditors
for
Gran Tierra Canada were Deloitte & Touche LLP. Because the above-described
transactions were treated as a reverse acquisition for accounting purposes,
future historical financial reports filed by the Registrant will be those of
Gran Tierra Canada, the accounting acquirer. Accordingly, the Registrant’s board
of directors determined to change its independent registered public accounting
firm from Moen and Company to Deloitte & Touche LLP. Moen and Company was
dismissed as the independent registered public accounting firm of the Registrant
on April 12, 2006, effective as of November 10, 2005, and Deloitte & Touche
LLP was engaged as the independent registered public accounting firm for the
Registrant on November 10, 2005. As a result of being the auditors of Gran
Tierra Canada, Deloitte & Touche LLP consulted with Gran Tierra Canada and
the Registrant regarding the above-described transactions.
The
reports of Moen and Company on the Registrant’s financial statements for the
past fiscal year did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, but did include an explanatory paragraph relating to the
Registrant’s ability to continue as a “going concern.”
In
connection with the audit of the Registrant’s financial statements for the
fiscal year ended December 31, 2004, and through the date of the dismissal,
there were no disagreements with Moen and Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedure, which, if not resolved to the satisfaction of Moen and Company,
would
have caused Moen and Company to make reference to the matter in its
reports.
During
the most recent fiscal year and through the date of the dismissal of Moen and
Company, no information is required to be reported under Item 304(a)(1)(iv)(B)
of Regulation S-B.
The
Registrant has provided Moen and Company with a copy of this Current Report
on
Form 8-K and has requested Moen and Company furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements and, if not, to state the respects in which it does
not agree with such statements. A copy of that letter will be filed as an
amendment to this Current Report on Form 8-K.
The
information included in this current report on Form 8-K should have been filed
with the Securities and Exchange Commission within four business days of
November 10, 2005, the date the above-described transactions involving the
Registrant were consummated.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Gran
Tierra Energy
Inc. |
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| Date: April
19, 2006 |
By: |
/s/ James
Hart |
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Name:
James Hart |
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Chief
Financial Officer |