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)
March
13, 2009
____________________________
KODIAK
ENERGY, INC.
(Exact
name of registrant as specified in charter)
DELAWARE
(State or
other Jurisdiction of Incorporation or Organization)
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333-38558
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505
8th Avenue S.W. Calgary, AB T2P
1G2 Canada
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65-0967706
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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(403)
262-8044
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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[ ]
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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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Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995
Information
included in this Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company’s
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company’s future plans, strategies and
expectations, are generally identifiable by use of the words “may,” “will,”
“should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project”
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any
projections included in these forward-looking statements will come to
pass. The Company’s actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various
factors. Except as required by applicable laws, the Company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On March
13, 2009, we determined that it was necessary to restate our financial results
for the Fiscal Quarter ended September 30, 2007 and the year ended December 31,
2007. The purpose of the restatements is to correct an error in measurement and
an error in the application of GAAP in the course of recording the following
September, 2007 transactions of the Company:
Issue of common shares of
the Company in consideration for the acquisition of
properties.
On
September 28, 2007, the Company issued to Thunder River Energy, Inc. (“Thunder”)
7,000,000 common shares of the Company as partial consideration for the
acquisition of properties. The shares issued were recorded at a negotiated price
per share of US$2.00 or $14,000,000. In the course of a review by the Commission
of the Company’s Form 10-Q for the Fiscal Quarter Ended September 30, 2007 and
Form 10-K for the Fiscal Year Ended December 31, 2007, the Commission questioned
the measurement date and the $2.00 per share value at which the transaction was
recorded. Following an exchange of correspondence and discussions between the
Company and the Commission during 2008 and 2009 regarding this issue, the
Company has determined that the acquisition should have been recorded at a value
per share of $2.50 or $17,500,000, which represents the fair value of exactly
comparable common shares issued at the same $2.50 price per share as a private
placement financing for 2,756,000 common shares which closed on September 28,
2007, the same date that the Thunder transaction closed. Management of the
Company believes the $2.50 price per share to be the fair value at the
appropriate measurement date. The result of the restatement adjustment would be
an increase of $3,500,000 in the recorded acquisition cost and related issuance
of common shares.
Issue of flow-through common
shares of the Company at a premium.
On
September 28, 2007, October 3, 2007 and October 30, 2007, the Company issued on
a Canadian flow-through share basis 2,251,670 common shares of the Company at
US$3.00 per share or $6,755,010, which amount represented a premium of $.50 per
share or $1,125,835 when compared to other non-flow through shares issued at the
same time at $2.50 per share. At the time of the transactions, the issue of the
flow through common shares was recorded as appropriate credits to par value of
common shares and additional paid in capital. Following recent discussions with
the Company’s tax consultant, the Company has determined that the $1,125,835
premium on flow-through common shares issued should have, in accordance with US
GAAP, been recorded as a liability at the time the shares were issued rather
than as additional paid in capital. The premium liability was discharged during
the period October, 2007 to August, 2008 and recognized as reduction of deferred
tax expense, when the portion of the flow-through eligible expenditures relating
to the flow-through premium was incurred by the Company.
The
Company has determined that its financial statements for the Fiscal Quarter
ended September 30, 2007, the Fiscal Year ended December 31, 2007, and the
Fiscal Quarters ended March 31, June 30 and September 30, 2008 should not be
relied upon. The Company will file amended reports on Form 10-Q for the Fiscal
Quarter ended September 30, 2007 and on Form 10-K for the Fiscal Year ended
December 31, 2007 to restate the financial statements and notes to reflect the
changes in accounting treatment described above, and it will reflect those
changes in the statements and notes in the Form 10-K for the Fiscal Year ended
December 31, 2008, which notes will discuss the quarterly 2008 financial changes
based on the restatement of the prior financial statements. These reports will
be filed after the filing of this Current Report on Form 8-K.
Company
management has discussed the matters disclosed in this Current Report on Form
8-K with its independent registered public accounting firm, Meyers Norris Penny
LLP.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial statements
of business acquired
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Not
applicable
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(b)
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Pro forma financial
information
.
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Not
applicable
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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KODIAK
ENERGY, INC.
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(Registrant)
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Date: March
17, 2009
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By:
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/s/ William S.
Tighe
William
S. Tighe
Chief
Executive Officer &
President
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Kodiak Energy (CE) (USOTC:KDKN)
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