Business Context and Reporting Period
This Form 8-K, dated November 10, 2005 (filed April 19, 2006), reports a reverse acquisition by Gran Tierra Energy Inc. (formerly Goldstrike Inc., a Nevada corporation). The Registrant consummated a share purchase agreement with Gran Tierra Energy Inc., a privately held Canadian company ("Gran Tierra Canada"), and its shareholders. Consequently, Gran Tierra Canada became a wholly-owned subsidiary, the Registrant changed its name to Gran Tierra Energy Inc., and the business operations are now those of Gran Tierra Canada.
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses on the structural change in accounting treatment rather than operational financial results.
Material Changes
- Reverse Acquisition: The transaction is treated as a reverse acquisition for accounting purposes. Future historical financial reports will reflect the financials of Gran Tierra Canada (the accounting acquirer).
- Change in Auditors: The Registrant changed its independent registered public accounting firm from Moen and Company to Deloitte & Touche LLP (the former auditors of Gran Tierra Canada).
- Corporate Name: The Registrant officially changed its name from Goldstrike Inc. to Gran Tierra Energy Inc.
Guidance, Risks, and Contingencies
Going Concern: The reports of the former auditor, Moen and Company, for the past fiscal year included an explanatory paragraph regarding the Registrant's ability to continue as a "going concern."
Auditor Disagreements: There were no disagreements with Moen and Company regarding accounting principles, practices, or audit scope during the most recent fiscal year or through the date of dismissal.
Consultation: Deloitte & Touche LLP consulted with Gran Tierra Canada and the Registrant regarding the transactions due to their prior role as auditors for Gran Tierra Canada.
Investor Verification Checklist
- Verify the "going concern" qualification in the prior financial statements of Goldstrike Inc. and its resolution post-transaction.
- Confirm the effective date of the auditor change (November 10, 2005) and the engagement of Deloitte & Touche LLP.
- Review the subsequent financial filings to ensure they reflect the historical financials of Gran Tierra Canada as the accounting acquirer.
- Check for the filing of the letter from Moen and Company responding to the change in auditors.