Kodiak Energy, Inc. Restatement of Financials
17 Marzo 2009 - 4:13PM
Marketwired
Kodiak Energy, Inc. (TSX VENTURE: KDK) (OTCBB: KDKN) ("Kodiak",
"Company" or the "Corporation"). 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 US GAAP in the
course of recording the September 2007 transactions of the Company
as related to the acquisition of the Thunder River assets and the
flow-through share financing for that project as set out below. The
restatement relating to the flow-through share premium will have no
net impact on the Company's consolidated total shareholders' equity
as at December 31, 2008, while the restatement relating to the
Thunder property acquisition results in an increase in unproved
properties and a corresponding increase in Additional Paid in
Capital.
All dollar values are in United States currency unless otherwise
stated.
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 $2.00 or
$14,000,000. In the course of a review by the U.S. Securities and
Exchange Commission (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 $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
filing on Form 8-K with its independent registered public
accounting firm.
In view of these restatements, the Company has filed a
Notification of Late Filing for its December 31, 2008 Annual Report
Form 10-K, which with the extension must be filed no later than
March 31, 2009. Management anticipates filing the amended reports
and the current Form 10-K by that date.
About Kodiak: Kodiak Energy, Inc. is a Calgary, Alberta, Canada
based publicly traded oil and gas exploration and development
company focused on developing and exploring onshore oil, gas and
CO2 properties within North America. Our main prospects are located
in the central Mackenzie River Valley of the Northwest Territories
and northeast New Mexico. Through our private subsidiary, Cougar
Energy, Inc., we are developing the projects of Lucy in the Horn
River Basin in northeast British Columbia and CREEnergy Joint
Venture located in north central Alberta.
Forward-looking Statements: This press release contains
forward-looking statements. The words or phrases "would be," "will"
"intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," or similar expressions are
intended to identify "forward-looking statements". The
Corporation's business is subject to various other risks and
uncertainties, which may be described in its corporate filings
(www.sec.gov and www.sedar.com). Statements made herein are as of
the date of this press release and should not be relied upon as of
any subsequent date. The Corporation cautions readers not to place
reliance on such statements. Kodiak undertakes no obligation to
update or publicly revise forward looking statements or information
unless so required by applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Kodiak Energy, Inc. William Tighe President and CEO
(403) 262-8044 Email: info@kodiakpetroleum.com Website:
www.kodiakpetroleum.com
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