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): March
24,
2008
GRAN
TIERRA ENERGY INC.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
98-0479924
|
|
(State
or other jurisdiction of incorporation)
|
(I.R.S.
Employer Identification
No.)
|
Commission
file number:
000-52594
300,
611
- 10th Avenue S.W.
Calgary,
Alberta, Canada T2R 0B2
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (403)
265-3221
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Note
This
Amendment is being filed to reflect additional warrant exercises that occurred
on March 24, 2008.
Item
3.02. Unregistered Sales of Equity Securities.
On
five
separate dates beginning on March 13, 2008 and ending on March 24, 2008, we
sold
an aggregate of 1,454,495 shares of our common stock for an aggregate purchase
price of $1,598,968. These shares were issued to 18 holders of warrants to
purchase shares of our common stock upon exercise of the warrants. The shares
were issued to these holders in reliance on Section 4(2) under the Securities
Act, in that they were issued to the original purchasers of the warrants, who
had represented to us in the private placement of the warrants that they were
accredited investors as defined in Regulation D under the Securities
Act.
SIGNATURE
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.
|
|
|
|
|
Dated
March 28,
2008
|
GRAN
TIERRA ENERGY INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Dana Coffield
|
|
| |
|
Dana
Coffield
|
|
|
|
|
Chief
Executive Officer
|
|