UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K/A
(Amendment No. 1)
 
 
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)
 
 
         
Nevada
 
333-111656
 
98-0479924
(State or other jurisdiction
of incorporation)
 
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
 
 
300, 611 - 10th Avenue S.W.
    
Calgary, Alberta, Canada
  
T2R 0B2
(Address of principal executive offices)
 
(Zip Code)
 
(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):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Gran Tierra Energy Inc., a Nevada corporation formerly known as Goldstrike, Inc. (the “Registrant”), filed a Current Report on Form 8-K with the Securities and Exchange Commission on April 20, 2006 (“Initial Report”), disclosing that the Registrant had 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 on November 10, 2005. 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 Initial Report is hereby amended and supplemented by adding the following:

Item 4.01. Change in Registrant’s Certifying Accountants.

Pursuant to the request of the Registrant, Moen and Company has furnished the Registrant with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Registrant in the Initial Report and, if not, to state the respects in which it does not agree with such statements. A copy of this letter is attached as exhibit 16.1 hereto and incorporated herein by reference.


 
Item 9.01. Financial Statements and Exhibits.
 

 
 (d)
  Exhibits.

 
 
Exhibit No.
 
Description
     
 
16.1
Letter from Moen and Company.

 
 

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.
 
 
     
 
Gran Tierra Energy Inc.
 
 		  
 		  
 
    By:  /s/ James Hart
 
 
Name: James Hart
Title: Chief Financial Officer
 
Date: April 24, 2006