UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
May 10, 2006
Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada
Re: Gran Tierra Energy Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed April 21, 2006
File No. 333-132352
Form 10-KSB/A for the fiscal year ended December 31,
2005
Filed April 21, 2006
File No. 333-111656
Form 8-K
Filed April 7, 2006
File No. 333-111656
Dear Mr. Coffield:
We have reviewed your amended filings on Form SB-2 and Form
10-
KSB, filed in response to our comment letter dated April 7, 2006,
along with the filings on Form 8-K noted above and have the
following
comments. Where indicated, we think you should revise your
documents
in response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other
aspect of our review. Feel free to call us at the telephone
numbers
listed at the end of this letter.
General
1. You will expedite the review process if you address each
portion
of every numbered comment that appears in this letter. Provide
complete responses and, where disclosure has changed, indicate
precisely where in the marked version of the amendment you file we
will find your responsive changes. Similarly, to minimize the
likelihood that we will reissue comments, please make
corresponding
changes where applicable throughout your documents. For example,
we
might comment on one section or example, but our silence on
similar or
related disclosure elsewhere does not relieve you of the need to
make
appropriate revisions elsewhere in the same document or other
document
as appropriate.
Registration Statement on Form SB-2
Recent Developments, page 2
2. Expand this section to clearly discuss the reverse takeover
cited
in prior comment 3. We note your discussion on page 39.
3. We note your response to our prior comment 5. We note your
updated disclosure in regard to the loan. Please explain what you
mean
when you say the loan "will be extinguished."
4. We note your response to our prior comment 6. You indicated
in
your response that you provided copies of the private placement
memorandum and Canadian offering memorandum. However, these
documents
were not included in the package you sent us. Please provide these
documents.
5. Please separate your discussion of the first and second
private
placements to more clearly state the total proceeds received from
each
placement (we note that you discuss the first placement and the
first
closing on the second placement together), the amount of cash
commissions paid from the proceeds, identifying the persons who
received the commissions, the net proceeds to you, and the use of
proceeds. Please also provide the same information for the third
offering.
6. You provide two different dates for the date of the first
closing
on the second private placement, September 27 and October 27.
Please
revise or advise.
Selling Stockholders, page 17
7. We note your response to our prior comment 11. However,
there
are still several entities for which the identity of the natural
persons with power to vote or to dispose of the securities offered
for
resale has not been provided. Please provide this information.
Management`s Discussion and Analysis
Overview, page 28
8. We note you have included a discussion about your ability to
continue as a going concern in response to prior comment 13 in our
letter dated April 7, 2006. As previously explained, you should
also
disclose that there is substantial doubt about your ability to
continue as a going concern, and include details of your plans to
overcome your financial difficulties, to comply with the guidance
in
FRC Section 607.02; comparable disclosure is generally required in
your financial statements under this guidance. In addition,
indicate
what you believe the
outcome will be in the event your plans are unsuccessful in
addressing
the going concern uncertainty.
Plan of Operations, page 28
9. Within your response to prior comment 16 in our letter dated
April 7, 2006, you state the consummations of the acquisitions you
announced in the Form 8-Ks are not considered probable. Given
that
you had deemed information about these agreements to be material
to
security holders in filing the Form 8-K`s, coupled with the level
of
detail of the terms of the agreements you have provided in the
press
releases, it is unclear to us how you reached the conclusion that
these acquisitions are not probable.
The determination of a transaction`s probability of occurrence is
based on facts and circumstances; however, FRC 506.02.c.ii, states
that the consummation of a transaction is considered probable
whenever
the registrant`s financial statements alone would not provide
investors adequate financial information with which to make an
investment decision. Based on the information you have disclosed,
these potential acquisitions would appear to be material to your
current and future financial position, results of operations and
cash
flows, and would therefore trigger a reporting obligation under
this
guidance.
Please provide further detail to support the conclusions you have
reached regarding the probability of these acquisitions as well as
the
potential acquisition of Argosy Energy International, announced in
the
Form 8-K that you filed on April 7, 2006. It should be clear how
you
have evaluated each aspect of each transaction, including the
likelihood of satisfying each of the contingencies mentioned.
If you continue to regard these transactions as being not
probable,
you should submit the draft disclosure revisions that you would
file
in amendments to each of the Form 8-Ks to advise readers of your
skepticism and uncertainty surrounding the prospect of completing
these acquisitions, including details sufficient to understand the
basis for your earlier disclosures, and the reasons that you
believe
financial information about the targets is no longer relevant.
Under
these circumstances, disclosure in your registration statement
would
also be essential to correct any misperceptions over the
likelihood of
occurrence.
To the extent these business combinations are considered probable,
you
will be required to include financial statements of these
businesses
along with related pro forma financial information to comply with
Item
310(c) and (d) of Regulation SB. Please note we presume these
acquisitions would be considered significant at the greater than
50%
level; therefore, the acquiree financial statements would need to
be
included within the registration statement.
In addition, please discuss the terms of each of these agreements
(including the amount of any break-up fees), how you intend to
fund
the acquisitions, your increase in your capital expenditures, and
how
you anticipate these interests will impact your future results of
operations and cash flows. If required by Item 601(10)(C) of
Regulation S-B, please also file the acquisition agreements as
exhibits.
10. You state that no drilling is planned for 2006 and that your
current cash and expected cash flow will fund operations through
2006.
Please add a discussion of how your 2006 business plan will change
if
you close on any of your three planned acquisitions. We note that
in
the press release filed as an exhibit to the Form 8-K filed April
7,
2006, you state that "[a] total of nine (gross) wells have been
planned for 2006/early 2007...." You also state that the
corresponding capital budget is approximately $25 million.
Liquidity and Capital Resources
Liquidity, page 29
11. We note your response to our prior comment 20. You state
that
after escrow is terminated, you will still be subject to
additional
cash calls. Please discuss the reasons for any additional cash
calls,
their amount and their anticipated timing.
Business
The Argentina Acquisitions, page 38
12. We note your response to our prior comment 22. We re-issue
this
comment in light of your need to discuss the CGC acquisition in
the
registration statement. Please state whether your pending
acquisition
of interests of CGC include any of the properties listed in this
section. If so, please discuss how the acquisition would affect
your
operations.
Directors, Executive Officers, Promoters and Control Persons
Board Committees, page 47
13. We note your statement that your audit committee charter will
be
available on your website as soon as practicable. We also note
that
you filed your audit committee charter as an exhibit to your Form
10-
KSB filed on March 10, 2006. Please advise as to when your audit
committee charter will be posted to your website.
2005 Equity Incentive Plan
Duration, Amendment and Termination, page 52
14. You state that the plan terminates on November 10, 2005. The
incentive plan filed as an exhibit states that the plan will
expire on
November 10, 2015. Please revise or advise.
Description of Securities
Exchangeable Shares, page 57
15. We note your response to our prior comment 35. Please add a
description of the exchangeable shares` preferences over the
common
stock with respect to the payment of dividends and the
distribution of
assets in the event of the liquidation, dissolution or winding-up
of
the company. Please state that 1203647 Alberta Inc. is a
subsidiary
of Gran Tierra Energy, and describe how 1203647 Alberta Inc. will
acquire the shares necessary to satisfy its obligations.
Indemnification; Limitation on Liability, page 58
16. We note your response to our prior comment 36. We re-issue
this
comment in part. Please identify any executive officers or
directors
who have signed such indemnity agreement(s).
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 60
17. We note you have filed an Item 4.01 Form 8-K to announce your
change in accountant in response to our prior comment 37 in our
letter
dated April 7, 2006. Please note that you must also provide the
information required by Item 304 of Regulation SB in the Form SB-
2.
Refer to Item 23 of the Form SB-2 if you require further
clarification.
Recent Sales of Unregistered Securities, page II-2
18. We note your response to our prior comment 38. We re-issue
this
comment in part. Please file as an exhibit(s) the Escrow
Agreement(s)
referred to in the Subscription Agreements.
Exhibits, page II-5
19. The term of the agreement filed as exhibit 10.17 ended on
March
31, 2006. Please file a current copy of the agreement.
Engineering Comments
Risk Factors, page 4
Risks Related to Our Business, page 4
20. Regarding response number 43 revise this proposed risk factor
to
include, as originally requested, the fact that in Argentina
natural
gas prices tend to be materially lower than in North America.
Describe the effects this may have on your results as compared to
operating in North America. Remove the disclosure concerning the
full
cost rule of accounting as it does not address this particular
risk
factor.
21. Regarding response number 44 revise your proposed risk
factors to
specifically explain the conditions in Argentina including current
Argentine policies on the export of oil and gas. In addition,
please
disclose the fluctuations in Argentine exchange rates; whether you
receive payment for your production in pesos rather than U.S.
currency, and how all this may affect your future results.
Markets and Competitions, page 39
22. As previously requested expand your disclosure to include the
price you receive in Argentina for your gas production.
Description of Property, page 41
23. As required by Industry Guide 2 disclose the amount of
production
of oil in barrels and gas in Mcf and the average price received
for
both oil in dollars per barrel and gas in dollars per Mcf for each
of
the last three years or for the amount of time you owned the
properties.
Form 10-KSB/A for the Fiscal Year Ended December 31, 2005
Amend your Form 10-KSB/A in response to the following
comments
within ten business days of the date of this letter. Also, comply
with these comments in the Form SB-2 as applicable.
Financial Statements, page 20
General
24. We have read your response to prior comment 54 in our letter
dated April 7, 2006, regarding your predecessor financial
statements.
Unfortunately, we are unable to waive the financial statement
requirements of Item 310(a) of Regulation S-B, and the
accommodation
for Statements of Gross Revenues and Direct Lease Operating
Expenses
that is sometimes available under IRQ 7 to SAB Topic 2:D, in
satisfying the requirements of Item 310(c) of Regulation S-B, is
not
generally extended to situations calling for the financial
statements
of a predecessor entity.
Therefore, we continue to believe it will be necessary for you to
present complete audited financial statements of your predecessor
for
the years ended December 31, 2003 and 2004. You must also present
audited interim period predecessor financial statements for the
period
January 1, 2005 through August 31, 2005, and unaudited comparative
interim period financial statements for the eight months ended
August
31, 2004. In the event you are not able to provide these
financial
statements, we will be unable to declare any registration
statements
effective until you have filed audited financial statements for
the
operations of the predecessor for a time span equal to the periods
for
which audited financial statements are required by Item 310(a) of
Regulation S-B.
You may correspond directly with the Division of Corporation
Finance`s
Office of Chief Accountant to the extent there is additional
pertinent
information you wish to have considered regarding this matter.
25. In your response to prior comment 54 in our letter dated
April 7,
2006 you state that you believe your predecessor is only the 14%
interest in the Palmar Largo joint venture. Please explain to us
why
you believe your 50% interests in the Nacatimbay and Ipaguazu
concessions are not part of the predecessor entity. We understand
currently the Nacatimbay property has a single producing well and
the
Ipaguazu property is non-producing. Within your response, please
describe for us exploration and drilling activities that were
occurring on these properties as of the date of the acquisition.
Report of Independent Registered Chartered Accountants, page 21
26. We have read your response to prior comment 56 in our letter
dated April 7, 2006, setting forth your reasons for using an
auditor
based in Canada. Based on your specific facts and circumstances,
we
will not object to the use of a Canadian audit firm, provided that
your independent accountant sends us a letter representing that it
will follow the procedures set forth in Appendix K of the AICPA`s
SEC
Practice Section Reference Manual, when performing its audit of
your
financial statements.
27. Given that all of your operations are located in Argentina,
coupled with your statement that you place reliance on your
auditor`s
relationship with its affiliate in Argentina, it appears the
Argentinean affiliate of Deloitte & Touche participated in the
audit
of your financial statements, although the extent of its
involvement
is unclear. Please ask your auditors to send us a letter
explaining
the specific procedures they performed (and their findings),
addressing the criteria in AU Sections 543.05, 10, and 12, in
deciding
to not make reference to the audit of the affiliate, and in
concluding
that the Calgary office appropriately served as the principal
auditor
for the engagement; the extent of work performed in Argentina by
personnel from the Calgary office, as it relates to planning ,
performing, and supervising the audit, should be clear. We would
also
like to understand whether it intends to continue in that capacity
on
future audit engagements.
Note 1 - Description of a Business and Going Concern, page 26
28. We note your response to prior comment 58 in our letter dated
April 7, 2006, explaining your views on the need to account for a
minority interest in Gran Tierra Canada prior to your acquisition
of
the remaining outstanding shares. However, it is still unclear to
us
why you did not account for the purchase of the remaining shares
of
Gran Tierra Canada as an acquisition of a minority interest.
Please
tell us who held the remaining Gran Tierra Canada shares, describe
their relationship with the owners of Gran Tierra Energy, Inc.
prior
to the reverse merger with Goldstrike Inc., and explain the
reasons
that owners of Gran Tierra Canada were apparently given the option
to
receive either shares of Goldstrike Inc. common stock, or
"exchangeable" shares of Goldstrike Exchange Co. We believe that
you
should disclose all pertinent transaction provisions, including
the
rationale for the structure described, and the terms of the
exchangeable shares.
Note 2 - Significant Accounting Policies, page 27
Inventory, page 28
29. Please disclose the method you use to determine the cost of
your
inventory (e.g. FIFO, LIFO, weighted average, specific
identification). We reissue prior comment 59 in our letter dated
April 7, 2006.
Taxes receivable, page 28
30. Please expand your disclosure to clarify how the tax
receivable
you have recognized is factored in to your income tax provision
computed under the guidance of SFAS 109. In addition, identify
where
you have reported the associated income tax benefit on your
consolidated statement of operations.
Note 3 - Capital Assets, page 33
31. We note your response to prior comment 61 in our letter dated
April 7, 2006 in which you state the "Materials and supplies" line
item includes inventory items that will be used in the operations
of
your Palmar Largo oil fields. Generally materials and supplies
are
typically classified as inventory or prepaid costs on the balance
sheet rather than as a non-current, capital asset; while deferred
costs would ordinarily be valued at the lower of cost or market,
and
charged to expense when used. Please describe the particular
facts
and circumstances that you believe warrant accounting that you
have
described.
Note 4 - Share Capital, page 34
Share Capital, page 35
32. We note your disclosure in which you state the holders of
common
stock have no pre-emptive rights, conversion rights or redemption
rights. Please disclose whether the holders of the exchangeable
shares have any of these rights, and if so, explain the terms of
these
rights.
Warrants, page 35
33. We have read your response to prior comment 62 in which you
explain the warrants you have issued do not meet the definition of
a
derivative and are properly classified as equity because you may
only
settle the contracts by the delivery of common shares. Within the
registration rights agreement we note that you must pay liquidated
damages in the event that you fail to file a registration
statement as
required (a "Registration Event"). Under certain circumstances
the
payment of liquidated damages is considered to be a cash
settlement
that would result in warrants being classified as liabilities.
Please
provide us with an analysis that thoroughly explains how you
concluded
you met the conditions set forth in paragraphs 14 through 18 of
EITF
00-19.
Note 5 - Asset Retirement Obligations, page 36
34. We note your response to prior comment 63 in our letter dated
April 7, 2006, in which you state the amount of accretion expense
you
should have recorded is immaterial. However, given the tabular
presentation depicting non-compliance with the Standard, contrary
to
your filing requirements and representations, we believe you
should
restate your financial statements to record accretion expense in
accordance with paragraph 13 of SFAS 143, and revise your
disclosure
of the reconciliation of the asset retirement obligation
accordingly.
Oil and Gas Producing Activities, page 39
C. Costs Incurred - Period Ended December 31, 2005
35. We note your response to prior comment 66, indicating you are
unable to find guidance requiring asset retirement costs to be
disclosed as anything other than asset retirement costs. We
previously suggested that you read the guidance in paragraph 11 of
SFAS 143, the Standard governing the accounting for asset
retirement
obligations. This guidance states that asset retirement costs
should
be capitalized "...by increasing the carrying amount of the
related
long-lived asset by the same amount as the liability." You may
also
find the clarification offered in paragraph B42 of SFAS 143
helpful,
stating that "...asset retirement costs are not a separate asset
because there is no specific and separate future economic benefit
that
results from those costs...the future economic benefit of those
costs
lies in the productive asset that is used in the entity`s
operations."
Therefore, we continue to believe that your current presentation
depicts accounting that is not in compliance with SFAS 143, and is
contrary to the disclosure guidance in paragraph 21 and
Illustration 2
of SFAS 69. We reissue prior comment 66.
Form 8-K filed April 7, 2006
36. We note the press release dated April 3, 2006 reporting your
agreement to acquire Argosy Energy International. Please provide
a
reserve report for Argosy Energy International.
Closing Comments
As appropriate, please amend your registration statement,
Form
10-KSB/A and the Form 8Ks in response to these comments. You may
wish
to provide us with marked copies of the amendments to expedite our
review. Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
information.
Detailed cover letters greatly facilitate our review. Please
understand that
we may have additional comments after reviewing your amendments
and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for
an informed investment decision. Since the company and its
management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.
You may contact Jenifer Gallagher at (202) 551-3706 or, in
her
absence, Karl Hiller, Branch Chief, at (202) 551-3686 if you have
questions regarding comments on the
financial statements and related matters. You may contact Jim
Murphy
at (202) 551-3703 if you have any questions regarding the
engineering
comments. Please contact Donna Levy at (202) 551-3292 or me at
(202)
551-3745 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Louis W. Zehil, Esq.
Rachel Manpz, Esq.
Karl Hiller (SEC)
Jenifer Gallagher (SEC)
James Murphy (SEC)
Donna Levy (SEC)
Mr. Dana Coffield
Gran Tierra Energy, Inc.
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