================================================================================

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, For Use of
|_| Definitive Proxy Statement the Commission Only (as
|_| Definitive Additional Materials permitted by
|_| Soliciting Material Under Rule 14a-12 Rule 14a-6(e)(2))

KODIAK ENERGY, INC.
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

-----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-----------------------------------------------------------------------

(5) Total fee paid:

-----------------------------------------------------------------------

|_| Fee paid previously with preliminary materials:

-----------------------------------------------------------------------

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

-----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-----------------------------------------------------------------------

(3) Filing Party:

-----------------------------------------------------------------------

(4) Date Filed:

-----------------------------------------------------------------------

KODIAK ENERGY, INC.
734 7th Avenue S.W.
Calgary, AB T2P 3P8
(403) 262-8044

Notice of Annual Meeting of Shareholders
to be held on July 18, 2006

To the Shareholders of Kodiak Energy, Inc.:

You are cordially invited to attend the annual meeting of shareholders
of Kodiak Energy, Inc. to be held at Ramada Hotel, 708 8th Avenue S.W., Calgary
Alberta, Canada, on Tuesday, July 18, 2006, at 3:00PM, MST, to consider and act
upon the following matters:

* To elect five directors to serve for the ensuing one-year
period or until their successors are elected and qualified;

* To approve the stock option plan of Kodiak Energy;

* To approve an amendment to the certificate of incorporation to
change the name of the company to "Kodiak Petroleum Ltd.; and

* To transact such other business as may properly come before
the meeting and any and all postponements or adjournments
thereof.

Only shareholders of record at the close of business on June 1, 2006
will be entitled to notice of, and to vote at, the meeting and any postponements
or adjournments thereof.

You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. Whether or not
you expect to attend the meeting, you are earnestly requested to date, sign and
return the accompanying form of proxy in the enclosed addressed, postage-prepaid
envelope. Returning a proxy will not affect your right to vote in person if you
attend the meeting. You may revoke your proxy if you so desire at any time
before it is voted. We would greatly appreciate the prompt return of your proxy
as this will assist us in preparing for the meeting.

By Order of the Board of Directors

Mark Hlady, Chairman of the Board
Calgary, Alberta
June 5, 2006

KODIAK ENERGY, INC.

Proxy Statement

Annual Meeting of Shareholders
to be held on July 18, 2006

----------

This proxy statement and the accompanying form of proxy is furnished to
shareholders of Kodiak Energy, Inc. in connection with the solicitation of
proxies by our board of directors for use in voting at our annual meeting of
shareholders to be held at the Ramada Hotel, 708 8th Avenue S.W., Calgary,
Alberta, Canada on Tuesday, July 18, 2006, at 3:00pm MST, and at any and all
postponements or adjournments.

This proxy statement, the accompanying notice of meeting of
shareholders, the proxy and the annual report to shareholders on Form 10-KSB for
the year ended December 31, 2005 are being mailed on or about June 5, 2006 to
shareholders of record on June 1, 2006. We are bearing all costs of this
solicitation.

What matters am I voting on?

You are being asked to vote on the following matters:

* to elect five directors to serve for the ensuing one-year
period or until their successors are elected and qualified;

* to approve the stock option plan of Kodiak Energy;

* to approve and amendment to the certificate of incorporation
to change the name of the company to "Kodiak Petroleum Ltd.;
and

* any other business that may properly come before the meeting
and any and all postponements or adjournments.

Who is entitled to vote?

Holders of our common stock as of the close of business on June 1,
2006, the record date, are entitled to vote at the meeting. As of that date, we
had issued and outstanding 88,627,568 shares of common stock, our only class of
voting securities outstanding. Each holder of our common stock is entitled to
one vote for each share held on the record date.

What is the effect of giving a proxy?

Proxies in the form enclosed are solicited by and on behalf of our
board. The persons named in the proxy have been designated as proxies by our
board. If you sign and return the proxy in accordance with the procedures set
forth in this proxy statement, the persons designated as proxies by the board
will vote your shares at the meeting as specified in your proxy.

If you sign and return your proxy in accordance with the procedures set
forth in this proxy statement but you do not provide any instructions as to how
your shares should be voted, your shares will be voted as follows:

* FOR the election of the five director nominees listed below
under Proposal 1;

* FOR the approval of the stock option plan under Proposal 2;
and

* FOR the approval of the amendment to the certificate of
incorporation to change the name to Kodiak Petroleum Ltd.

If you give your proxy, your shares also will be voted in the
discretion of the proxies named on the proxy card with respect to any other
matters properly brought before the meeting and any postponements or
adjournments. If any other matters are properly brought before the meeting, the
persons named in the proxy will vote the proxy in accordance with his best
judgment.

May I change my vote after I return my proxy card?

You may revoke your proxy at any time before it is exercised by:

* delivering written notification of your revocation to our
secretary;

* voting in person at the meeting; or

* delivering another proxy bearing a later date.

Please note that your attendance at the meeting will not alone serve to
revoke your proxy.

What is a quorum?

A quorum is the minimum number of shares required to be present at the
meeting for the meeting to be properly held under our bylaws and Delaware law.
The presence, in person or by proxy, of a majority of the votes entitled to be
cast at the meeting will constitute a quorum at the meeting. A proxy submitted
by a shareholder may indicate that all or a portion of the shares represented by
the proxy are not being voted ("shareholder withholding") with respect to a
particular matter. Similarly, a broker may not be permitted to vote stock
("broker non-vote") held in street name on a particular matter in the absence of
instructions from the beneficial owner of the stock. The shares subject to a
proxy which are not being voted on a particular matter because of either
shareholder withholding or broker non-vote will not be considered shares present
and entitled to vote on that matter. These shares, however, may be considered
present and entitled to vote on other matters and will count for purposes of
determining the presence of a quorum if the shares are being voted with respect
to any matter at the meeting. If the proxy indicates that the shares are not
being voted on any matter at the meeting, the shares will not be counted for
purposes of determining the presence of a quorum. Abstentions are voted neither
"for" nor "against" a matter, but are counted in the determination of a quorum.

How many votes are needed for each matter?

The election of directors requires a plurality vote of the votes cast
at the meeting. "Plurality" means that the individuals who receive the largest
number of votes cast "FOR" are elected as directors. Consequently, any shares

not voted "FOR" a particular nominee, whether as a result of a direction of the
shareholder to withhold authority, abstentions or a broker non-vote, will not be
counted in the nominee's favor. There is no cumulative voting for directors of
our company. As there are five directors to be elected, the five persons
receiving the highest votes will be elected if nominees other than those
nominated by the board are presented.

The approval of the amendment to change of name require a vote in favor
of the proposal representing a majority of the issued and outstanding shares of
common stock. Because this proposal requires an absolute majority, abstentions
and broker non-votes and stockholders withholding their vote will have the
effect of a vote against the proposal.

Each other proposal being voted on at the annual meeting, including the
adoption of the stock option plan, will be approved if the number of votes cast
at the meeting in favor of the proposal exceeds the number of votes cast in
opposition to the proposal. Abstentions and shares deemed present at the meeting
but not entitled to vote with respect to each of the proposals (because of
either stockholder withholding or broker non-vote) are not deemed voted and
therefore will have no effect on such proposal.

How do I vote?

You may vote your shares in one of three ways: by mail, facsimile or in
person at the meeting. The prompt return of the completed proxy card vote will
assist us in preparing for the meeting. Date, sign and return the accompanying
proxy in the postage-prepaid envelope enclosed for that purpose. You can specify
your choices by marking the appropriate boxes on the proxy card. If you attend
the meeting, you may deliver your completed proxy card in person or fill out and
return a ballot that will be supplied to you. If you held your shares in "street
name," you should contact either your broker or the company as to the
requirements that will enable you to vote your shares at the meeting. If you
wish to fax your proxy, please copy both the front and back of the signed proxy
and fax same to Olde Monmouth Stock Transfer Company at (732) 872-2728;
telephone: (732) 872-2727.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table and accompanying footnotes set forth certain information as
of June 1, 2006 with respect to the ownership of our common shares by:

* each person or group who beneficially owns more than 5% of our
common shares;
* each of our directors;
* our chief executive officer and our other executive officers
whose total compensation exceeded $100,000 during the year
ended December 31, 2005; and
* all of our directors and executive officers as a group.

A person is deemed to be the beneficial owner of securities that can be
acquired by the person within 60 days from the record date upon the exercise of
warrants or options or conversions of convertible securities. Accordingly,
common shares issuable upon exercise of options and warrants that are currently
exercisable or exercisable within 60 days of June 1, 2006 have been included in
the table with respect to the beneficial ownership of the person owning the
options or warrants, but not with respect to any other persons.

Name and Address Shares
of Beneficial Owner Beneficially Owned(1) Percent of Class
------------------- ------------------ ----------------
Mark Hlady(2)........................... 6,900,000 7.79%
William Tighe(3)........................ 12,900,000 14.56%
Glenn Watt(4)........................... 9,000,000 10.15%
Peter Schriber(5)....................... 12,000,000 13.54%
Marvin Jones(6) 200,000 *
1164572 Alberta Limited(7).............. 6,000,000 6.77%
All directors and executive
officers as a group (five persons)..... 46,800,000 53.03%

- ------------------------------------

* Less than 1%.

(1) Unless otherwise noted, we believe that all persons named in the table
have sole voting and investment power with respect to all common shares
beneficially owned by them, subject to community property laws, where
applicable.

(2) Shares held directly by Mr. Mark Hlady. The business address for Mr.
Mark Hlady is c/o Kodiak Energy, Inc 734 7th Avenue S.W. Calgary, AB
T2P 3P8.

(3) Includes 12,900,000 shares held by Sicamous Oil & Gas Consultants a
company owned by Mr. William Tighe in which he also has voting and
dispositive power over their shares of common stock. The business
address for Mr. William Tighe is c/o Kodiak Energy, Inc. 734 7th Avenue
S.W. Calgary, AB T2P 3P8.

(4) Includes 6,000,000 shares held directly by Mr. Glenn Watt. Includes
3,000,000 shares held by 697580 Alberta Limited which Mr. Watt has
voting and dispositive power over their shares of common stock. The
business address for Mr. Glenn Watt is c/o Kodiak Energy, Inc. 734 7th
Avenue S.W. Calgary, AB T2P 3P8.

(5) Includes 6,000,000 shares held directly by Mr. Peter Schriber. Includes
6,000,000 shares held by Crownfield Investments Inc. which Mr. Schriber
has voting and dispositive power over their shares of common stock. The
business address for Mr. Peter Schriber is Gotthardstrase 38, ch-8002
Zurich, Switzerland.

(6) Shares held directly by Mr. Marvin Jones. The business address for Mr.
Jones is c/o Kodiak Energy, Inc. 734 7th Avenue S.W. Calgary, AB T2P
3P8.

(7) The business address for 1164572 Alberta Limited is Suite 327, 100,
1039 17th Ave SW Calgary

PROPOSAL 1:
ELECTION OF DIRECTORS

Our by-laws currently provide for five directors, each of whom will
serve a term of one year. At this annual meeting you are being requested to vote
on five directors to serve a term expiring at the next annual meeting or until
their successors are elected and qualified.

Unless authority is withheld, the proxies solicited by our board of
directors will be voted "FOR" the election of Messrs. Mark Hlady, William Tighe,
Peter Schriber, Glenn Watt and Marvin Jones. Our management has no reason to
believe that the aforementioned persons will not be a candidate or will be
unable to serve. However, if either should become unable or unwilling to serve
as a director, your proxies will be voted for the election of another person as
shall be designated by the board of directors.

Information About Directors, Nominees and Executive Officers

Our directors and executive officers are as follows:

Name Age Position
---- --- --------
Mark Hlady 47 Chairman, CEO and CFO
William Tighe 54 COO and Director
Peter Schriber 64 Director
Glenn Watt 31 Director
Marvin Jones 70 Director

Mr. Mark Hlady is the Chief Executive Officer, Chief Financial Officer
and Chairman of the Board of the Company. Mr. Hlady has held these positions
since September 19, 2005. Prior to joining Kodiak Mr. Hlady was the Chief
Executive Officer of Fortress Financial Corp., a private Alberta corporation.
Mr. Hlady also currently serves as the President of Global Sport Marketing,
managing the PGA's annual golf tournament in Calgary, Alberta. Prior to working
for Fortress Financial Corp., Mr. Hlady served three terms as Member of the
Legislative Assembly for Calgary-Mountain View of Alberta from June 1993 to
November 2004. During his term in the Alberta Legislature Mr. Hlady served on
many Oil & Gas and energy related committees including; Chair of the Standing
Policy Committee on Energy and Sustainable Development for the Province of
Alberta, Standing Policy Committee for Natural Resources of Alberta, Canadian
Energy Research Institute (CERI),US Energy Council - Foreign Representative
(Canada), Alberta Representative to the Alaska Highway Pipeline Committee,
Alberta/Alaska Bilateral Council and Government Representative to the Alberta
Land Surveyors Association. Mr. Hlady has a Bachelor of Physical Education from
the University of Calgary.

Mr. William Tighe is the Chief Operating Officer and a Director of the
Company. Mr. Tighe has held these positions since September 19, 2005. Mr.
Tighe's past experience involves more than 28 years in Operations, Maintenance,
C&SU, Management and more recently Major/Minor Projects for both Canadian and
other International Oil Companies. These experiences were in a variety of field
settings from Heavy Oil Institute, to Sour Gas/Liquids Plants in the Alberta/BC
and the sub artic, to design offices, construction, C&SU and operation of Large
Gas/Liquids Processing in SE Asia. Since 2004 Mr. Tighe has worked for Suncor
Energy Ltd. as a Business Services Manager Growth Planning and Development. From
2000 until 2004 Mr. Tighe worked for Petro China International as Operations
Development and Commissioning Manager. Prior to that, Mr. Tighe had extensive
experience both in Alberta and internationally in the oil and gas industry. Mr.
Tighe attended the University of Calgary where he studied general science and
computer science. He holds an Interprovincial Power Engineering Certification II
Class.

Mr. Glenn Watt has been a director of the company since November 28,
2005. Mr. Watt is currently the drilling and completions superintendent for a
large royalty trust. He has worked primarily in the Western Canadian Sedimentary
Basin. Prior to his current position Mr. Watt worked for another major oil & gas
company as a completions superintendent. He has additional field experience
working on drilling rigs in Alberta and British Columbia. Mr. Watt has an honors
diploma in Petroleum Engineering Technology from the Northern Alberta Institute
of Technology and a Bachelor of Applied Petroleum Engineering Technology Degree
from the Southern Alberta Institute of Technology.

Mr. Peter Schriber has been a director of the company since November
28,2005. Mr. Schriber is currently an independent financial consultant. Mr.
Schriber is active in mergers and acquisitions as well as debt and equity

financing for private and public companies. Prior to 1999 Mr. Schriber was a
director and partner of a Vancouver based brokerage firm. Prior to that Mr.
Schriber was a Vice President and Manager of Corporate Lending with the Canadian
division of a Swiss Bank. Mr. Schriber has a degree in Commerce from a Swiss
Institution and he graduated as a Fellow of the Institute of Canadian Bankers.
Mr. Schriber is also a member of the Canadian Bankers Association.

Mr. Marvin Jones has been a director of the company since April 25,
2006. Mr. Jones has more than 45 years of domestic and international oil and gas
exploration experience. During the last 30 years he has been engaged in
management level drilling and contracting within the industry. For more than the
past five years, Mr. Jones has been employed an independent consultant. Prior to
that, Mr. Jones was the president of Trinidad Drilling; he was the vice
president of Challenger International Services; and he was the vice president of
Thomson Industries. He received the CAODC Honorary Life membership Award and is
a past president of the CAODC and many other charitable, sports and public
organizations. Mr. Jones is a director of Aviator Petroleum, a company listed on
the Toronto Venture Exchange.

During the last five years, no officers or directors have been involved
in any legal proceedings, bankruptcy proceedings, criminal proceedings or
violated any federal or state securities or commodities laws or engaged in any
activity that would limit their involvement in any type of business, securities
or banking activities.

Independence of Directors

Our common stock is traded on the over-the-counter bulletin board.
Therefore, the company is not required to have independent members of the board
of directors. However, Messrs Schriber, Jones and Watt are independent
directors.

Audit Committee and Financial Expert

Although not required to have one, the board of directors has formed an
Audit Committee. The members of the committee are Messrs Peter Schriber and
Glenn Watt, both of which are independent directors. Mr. Watt is the chairman of
the committee.

The Audit Committee does not currently have a formal committee charter.
Nonetheless it acts in the following capacities: recommending a firm of
independent certified public accountants to audit the financial statements;
reviewing the auditors' independence, the financial statements and their audit
report; and reviewing management's administration of the system of internal
accounting controls.

Mr. Schriber is considered a financial expert. His experience as a
banker and investment banker has acquainted him with financial statement
preparation and interpretative ability of accounting principals and accounting
literature, including GAAP

Code of Ethics

A code of ethics relates to written standards that are reasonably
designed to deter wrongdoing and to promote:

1) Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships.

2) Full, fair, accurate, timely and understandable disclosure in
reports and documents that are filed with, or submitted to the Securities and
Exchange Commission and in other public communications made by the company.

3) Compliance with applicable government laws, rules and
regulations.

4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and

5) Accountability for adherence to the code.

We have not adopted a formal code of ethics statement. The board of
directors evaluated the business of the company and the number of employees and
determined that since the business is operated by a small number of persons two
of whom are officers and directors and the other persons are employed by the
company as independent contractors, general rules of fiduciary duty and federal
and state criminal, business conduct and securities laws are adequate ethical
guidelines.

Shareholder - Director Communication

We have neither a nominating committee for persons to be proposed as
directors for election to the board of directors nor a formal method of
communicating nominees from shareholders. We do not have any restrictions on
shareholder nominations under our articles of incorporation or by-laws. The only
restrictions are those applicable generally under Delaware corporate law and the
federal proxy rules. Currently the board of directors decides on nominees, on
the recommendation of one or more members of the board. Only two of the members
of the board of directors are "independent." The board of directors will
consider suggestions from individual shareholders, subject to evaluation of the
person's merits. Stockholders may communicate nominee suggestions directly to
any of the board members, accompanied by biographical details and a statement of
support for the nominees. The suggested nominee must also provide a statement of
consent to being considered for nomination. Although there are no formal
criteria for nominees, the board of directors believes that persons should be
actively engaged in business endeavors, have a financial background, and be
familiar with acquisition strategies and money management.

Because the senior management persons and the directors of the company
are generally the same persons, the board of directors has determined not to
adopt a formal methodology for communications from shareholders on the belief
that any communication would be brought to the boards' attention by virtue of
the co-extensive employment.

Board of Directors Meetings and Committees

Our board of directors held meetings or acted by unanimous consent
seven times in 2005. We expect our directors to attend all board and committee
meetings, if any, and to spend the time needed and meet as frequently as
necessary to properly discharge their responsibilities. The board of directors
does not have a formal policy of attendance of directors at the annual meeting.
It does encourage such attendance. The company had an annual meeting on December
27, 2004, and all the members of the then board of directors attended.

Independent Auditor's Fees

The company paid audit and financial statement preparation fees for
December 31, 2004 totaling $3,650 as well as for each of the fiscal year ended
March 31, 2004 and March 31, 2003 to Madsen and Associates, CPA's Inc. our
predecessor independent auditors.

For December 31, 2005, the estimated audit fees are $70,900.

Audit-Related Fees

None

Tax Fees

None

All Other Fees

None

Pre-Approval Policies and Procedures

In accordance with Section 10A(i) of the Securities Exchange Act of
1934, before we engage our independent accountant to render audit or non-audit
services, the engagement will be approved by our board of directors, or if there
is one, the audit committee. Our board of directors approved all of the fees
referred to in "Independent Auditor's Fees" above for 2004 and 2005.

Board of Directors Compensation

Persons who are directors and employees will not be additionally
compensated for their services as a director. There is no plan in place for
compensation of persons who are directors who are not employees, but it is
expected that in the future we will create a remuneration and expense
reimbursement plan. It is anticipated that such a plan would be primarily based
on stock options.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to us during the fiscal years ended December
31, 2005, 2004 and 2003, by our chief executive officer and our other executive
officers whose total compensation exceeded $100,000 during the year ended
December 31, 2005 ("Named Executive Officers").

SUMMARY COMPENSATION TABLE

Long Term Compensation
Awards
------------------------
Annual Compensation Restricted
---------------------------------- Stock
Stock Underlying All Other
Name And Salary (3) Bonus Other Award(4) Options Compensation
Principal Position Year ($) ($) ($) ($) (#) ($)
- ------------------ ---- ---------- ----- ----- -------- ------- ------------

Mark Hlady, CEO 2005 $31,172 $0 $0 $0 0 $0
William Tighe, COO 2005 $49,651 $0 $0 $0 0 $0

Option/SAR Grants in Last Fiscal Year
Individual Grants
- -------------------------------------------------------------------------------
Number of % of Total
Securities Options/SAR's
Underlying Granted to
Options/SAR's Employees in Exercise or Base
Name Granted Fiscal Year Price ($/sh) Expiration Date
- ------------------ ------------- ------------- ---------------- ---------------
Mark Hlady, CEO 0 0% N/A N/A
William Tighe, COO 0 0% N/A N/A

Messrs. Hlady and Tighe commenced employment with the company September
1, 2005 and September 16, 2005, respectively. Mr. Marc Julian resigned January
13, 2006 and was not paid any compensation in 2004 and 2005 in his capacity as
the former president of the company.

Employee Benefit Plans

On January 4, 2006, the board of directors adopted a stock option plan
authorizing up to 4,300,000 shares of common stock for structuring compensation
arrangements and to provide an equity incentive for employees and others who are
awarded shares under the plan. None of the awards as provided under the plan are
allocated to any particular person or class of persons among those eligible to
receive awards. There are no awards outstanding under this plan at this time.

The plan is administered by the board of directors. The awards that may
be granted may only include non-incentive options. The board of directors, at
the time of an award determines the exercise price, vesting schedule and
expiration date. The minimum exercise price under the plan is fair market value
on the date of grant. Incentive options may be granted only to employees,
otherwise, awards may be granted to officers, directors, employees, and
consultants. The plan provides for acceleration of vesting of outstanding awards
in certain events.

Equity Compensation Plan Information

There were no awards of equity compensation during 2005, and there were
no outstanding awards from prior years for current management and directors.

Certain Relationships and Related Transactions

On December 22, 2005, Sicamous Oil & Gas Consultants a company
controlled by our Chief Operating Officer, Mr. William Tighe subscribed for
3,225,000 common shares of the company for an aggregate purchase price of
$64,500.

On December 22, 2005, Mr. Mark Hlady, our Chief Executive Officer
subscribed for 1,725,000 common shares of the company for an aggregate purchase
price of $34,500

On December 22, 2005, 697580 Alberta Limited a company controlled by a
Director of the company Mr. Glenn Watt subscribed for 750,000 common shares of
the company for the price of $15,000. Mr. Glenn Watt also subscribed personally
for 1,500,000 common shares of the company for $30,000.

On December 22, 2005, Crownfield Investments, Inc. a company controlled
by a Director of the company Mr. Peter Schriber subscribed for 1,500,000 common
shares of the company for the price of $30,000. Mr. Schriber also subscribed
personally for 1,500,000 common shares of the company for $30,000.

For the year end December 31, 2005, Kodiak Energy paid Sicamous Oil &
Gas Consultants $49,651. Sicamous Oil & Gas Consultants is a company owned by
our Chief Operating Officer, Mr. William Tighe.

For the year end December 31, 2005, Kodiak Energy paid MHC Corporation
$31,172. MHC Corporation is a company owned by our Chief Executive Officer Mark
Hlady.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the company's directors and
executive officers, and persons who own more than 10% of the outstanding shares
of the company's common stock, to file initial reports of beneficial ownership
and reports of changes in beneficial ownership of shares of common stock with
the Securities and Exchange Commission. Such persons are required by SEC
regulations to furnish the company with copies of all Section 16(a) forms they
file.

Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during the year ended December 31, 2005, and upon a
review of Forms 5 and amendments thereto furnished to the Company with respect
to the year ended December 31, 2005, or upon written representations received by
the Company from certain reporting persons that no Forms 5 were required for
those persons, there were no late filings by the officers and directors and
other 10% holders of common stock.

PROPOSAL 2:
TO APPROVE THE STOCK OPTION PLAN

On January 4, 2006, our board of directors adopted the stock option
plan subject to stockholder approval at the annual meeting. Our board of
directors believes that in order to continue to attract and retain directors,
officers, employees and consultants of the highest caliber, provide increased
incentive and to continue to promote the well-being of our company, it is in the
best interest of our company and its stockholders to provide our directors,
officers, employees and consultants an opportunity to acquire a proprietary
interest in us.

Summary of the Plan

The following summary of the plan does not purport to be complete, and
is subject to and qualified in its entirety by reference to the plan, a copy of
which is annexed to this proxy statement as an appendix to this proxy statement.

Administration

The plan is administered by our board of directors. Subject to the
provisions of the plan, the board of directors determines, among other things,
the persons to whom from time to time awards may be granted, the number of
shares subject to each award, share prices, any restrictions or limitations on
the awards, and any vesting, exchange, deferral, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions related to the
awards. The interpretation and construction by the board of directors of any
provisions of, and the determination by the board of directors of any questions
arising under, the plan or any rule or regulation established by the board of
directors pursuant to the plan is final and binding on all persons interested in
the plan.

Stock subject to the plan

The plan authorizes a total of 4,300,000 shares of common stock to be
granted as stock option awards under the plan. In order to prevent the dilution
or enlargement of the rights of holders under the plan, our board of directors
may determine whether or not to adjust the terms of the awards or the number of
shares reserved for issuance under the plan in the event of any stock split,
reverse stock split, stock dividend payable on our shares of common stock,
combination or exchange of shares, or other extraordinary event occurring after
the grant of an award. Shares of our common stock that are awarded under the
plan may be either treasury shares or authorized but unissued shares. Treasury
shares are those purchased or acquired by us from a shareholder or in the public
market. If any award granted under the plan is forfeited or terminated, the
shares of common stock reserved for issuance pursuant to the award will be made
available for future award grants under the plan. The committee may not grant to
any one holder options to purchase more than 500,000 shares of common stock or a
number in excess of 2% of the outstanding common stock in any one calendar year
in the aggregate under the plan.

Eligibility

Subject to the provisions of the plan, awards may be granted to key
employees, officers, directors and consultants who are deemed to have rendered
or are able to render significant services to us or our subsidiaries and who are
deemed to have contributed or to have the potential to contribute to our
success. Notwithstanding the foregoing, an award may be granted to an individual
in connection with his or her hiring or retention, or at any time on or after
the date he or she reaches an agreement with us, either oral or in writing, with
respect to his or her hiring, even though it may be prior to the date he or she

first performs services for us or our subsidiaries. However, no portion of any
award of this nature can vest prior to the date that the individual first
performs the services he or she was hired or retained to perform.

Types of awards

Under the plan, only non-qualified options may be awarded to
participants. The board of directors will fix the term of each stock option. The
exercise price of stock options granted under the plan will be determined by our
board of directors at the time of the grant, but in no event will the price be
less than the fair market value of the underlying common stock on the last
trading day prior to the date the stock option is granted. The board of
directors will determine the terms and conditions of stock options and when they
will become exercisable. Any requirement that options be exercised in
installments may be waived in whole or in part by the board of directors.
Payment of the exercise price may be in cash or other property as permitted by
the board of directors. A participant has no rights as a shareholder with
respect to the shares of our common stock underlying a stock option granted
under the plan until shares are actually issued upon exercise of the stock
option.

If the employment of a participant who is an employee of ours or a
subsidiary of ours is terminated by reason of the participant's death or
disability or other reason, except cause, any stock option held by the
participant will automatically terminate except that any vested portion of the
option may be exercised by the disabled participant, or by his legal
representative or legatee, as the case may be, for a period of one year or a
greater or lesser period as may be specified by the board of directors in the
grant, from the date of the death or disability or other reason, or until the
expiration of the exercise period for the stock option, which ever is shorter.

Unless otherwise provided in the grant of a stock option, if a
participant's employment with us or any of our subsidiaries is terminated for
cause, the participant's stock option will automatically terminate.

Accelerated Vesting and Exercisability

The board of directors may, in its discretion, provide in the case of
any option granted under the plan that, in connection with any merger,
arrangement or consolidation which results in the holders of the outstanding
voting securities of the company (determined immediately prior to such merger or
consolidation) owning, directly or indirectly, less than a majority of the
outstanding voting securities of the surviving corporation (determined
immediately following such merger or consolidation), or any sale or transfer by
the company of all or substantially all its assets or any tender offer or
exchange offer for or the acquisition, directly or indirectly, by any person or
group of all or a majority of the then outstanding voting securities of the
company, such option shall become exercisable in full or part, notwithstanding
any other provision of the plan or of any outstanding options granted there
under, on and after (A) the fifteenth day prior to the effective date of such
merger, arrangement, consolidation, sale, transfer or acquisition, or (B) the
date of commencement of such tender offer or exchange offer, as the case may be.

Withholding taxes

We may withhold, or require participants to remit to us, an amount
sufficient to satisfy any federal, state or local withholding tax requirements
associated with awards under the plan. If permitted by our board of directors,
tax withholding may be settled with shares of our common stock, including shares
that are part of the award that gives rise to the withholding requirement.

Agreements; Transferability

Stock options awards granted under the plan will be evidenced by
agreements consistent with the plan in a form as prescribed by the board of
directors. Neither the plan nor agreements evidencing awards under the plan
confer any right to continued employment upon any holder of a stock option
award. Further, except as:

* expressly provided in the plan,

* expressly provided in the grant of an award, or

* discussed above with respect to the transferability of stock
options in certain limited exceptions,

all agreements will provide that the right to exercise stock options cannot be
transferred except by will or the laws of descent and distribution.

Stock options may not be assigned or transferred by a participant
except by will or by the laws of descent and distribution, and during the
lifetime of a participant, the stock options may only be exercisable by the
person to whom it was granted, or, to the extent of legal incapacity or
incompetency, the participant's guardian or legal representative.
Notwithstanding the foregoing, with the approval of the board of directors, a
participant may transfer a stock option:

* by gift, for no consideration, or pursuant to a domestic
relations order, in either case, to or for the benefit of the
participant's immediate family; or

* to an entity in which the participant or members of the
participant's immediate family own more than fifty percent of
the voting interest, in exchange for an interest in that
entity.

Additionally, the transfer will be subject to any additional limits that the
board of directors may establish and the execution of any documents that the
board of directors may require. If a transfer of this nature is made, the
transferee shall remain subject to all the terms and conditions applicable to
the stock option prior to the transfer.

Term and amendments

The plan will terminate when there are no awards outstanding and when
no further awards may be granted, provided that incentive options may only be
granted until October 31, 2015. Our board of directors has the right to amend,
suspend or discontinue any provision of the plan, provided that the action may
not adversely affect awards previously granted between a participant and us
without the participant's consent.

Federal income tax consequences

The following discussion of the federal income tax consequences of
participation in the plan is only a summary of the general rules applicable to
the grant and exercise of stock options and does not give specific details or
cover, among other things, state, local and foreign tax treatment of
participation in the plan. The information contained in this section is based on
present law and regulations, which are subject to being changed prospectively or
retroactively.

Non-Incentive stock options

With respect to non-incentive stock options:

* upon grant of the stock option, the participant will recognize
no income provided that the exercise price was not less than
the fair market value of our common stock on the date of
grant;

* upon exercise of the stock option, if the shares of common
stock are not subject to a substantial risk of forfeiture, the
participant will recognize ordinary compensation income in an
amount equal to the excess, if any, of the fair market value
of the shares on the date of exercise over the exercise price,
and we will qualify for a deduction in the same amount,
subject to the requirement that the compensation be
reasonable; and

* we will be required to comply with applicable federal income
tax withholding requirements with respect to the amount of
ordinary compensation income recognized by the participant.

On a disposition of the shares, the participant will recognize gain or
loss equal to the difference between the amount realized and the sum of the
exercise price and the ordinary compensation income recognized. The gain or loss
will be treated as capital gain or loss if the shares are capital assets and as
short-term or long-term capital gain or loss, depending upon the length of time
that the participant held the shares.

If the shares acquired upon exercise of a non-incentive stock option
are subject to a substantial risk of forfeiture, the participant will recognize
ordinary income at the time when the substantial risk of forfeiture is removed,
unless the participant timely files under the Code, Section 83(b), to elect to
be taxed on the receipt of shares, and we will qualify for a corresponding
deduction at that time. The amount of ordinary income will be equal to the
excess of the fair market value of the shares at the time the income is
recognized over the amount, if any, paid for the shares.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE APPROVAL OF THE PROPOSAL TO APPROVE THE PLAN

PROPOSAL 3:

TO CHANGE THE NAME OF THE COMPANY

The change of name to Kodiak Petroleum Ltd. will better reflect the
business and business plan of the company. Currently, the focus of the business
is to acquire and directly or indirectly develop petroleum mineralizations. The
board of directors believes that it would be helpful for the conduct of its
business for the name of the company to specifically reflect the petroleum focus
rather than reflect the greater energy industry.

The board of directors adopted the form of amendment to the certificate
of incorporation to change the name at a meeting, at which the amendment was
unanimously approved.

Attached to this proxy statement is the form of amendment to the
certificate of incorporation that will be filed to change the name. The form is
Annex B. Notwithstanding the shareholders approving the amendment to change the
name, the board of directors may elect not to file the certificate of amendment
to change the name if they decide that it is in the best interests of the
company to retain its current name.

Unless authority is withheld, voted against or abstained, the proxies
solicited by our board of directors will be voted "FOR" the change in the name
of the company.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE PROPOSAL TO CHANGE THE NAME OF THE COMPANY TO
KODIAK PETROLEUM LTD.

INDEPENDENT AUDITOR

A representative of Meyers Norris Penny LLP, our auditors for the year
ended December 31, 2005, is expected to be present at the meeting. The
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions from shareholders. The board of
directors has selected the independent accounting firm of Meyers Norris Penny
LLP as our auditors for the year ending December 31, 2006.

SOLICITATION OF PROXIES

The solicitation of proxies in the enclosed form is made on behalf of
our board of directors and we are bearing the cost of this solicitation. In
addition to the use of the mails, proxies may be solicited personally or by
telephone using the services of directors, officers and regular employees at
nominal cost. Banks, brokerage firms and other custodians, nominees and
fiduciaries will be reimbursed by us for expenses incurred in sending proxy
material to beneficial owners of our common stock.

2007 ANNUAL MEETING SHAREHOLDER PROPOSALS AND NOMINATIONS

In order for any shareholder proposal or nominations to be presented at
the annual meeting of shareholders to be held in 2007 or to be eligible for
inclusion in our proxy statement for such meeting, we must receive it at our
principal executive offices by March 20, 2006. Each proposal should include the
exact language of the proposal, a brief description of the matter and the
reasons for the proposal, the name and address of the shareholder making the
proposal and the disclosure of that shareholder's number of shares of common
stock owned, length of ownership of the shares, representation that the
shareholder will continue to own the shares through the shareholder meeting,
intention to appear in person or by proxy at the shareholder meeting and
material interest, if any, in the matter being proposed.

Shareholders who wish to recommend to the board of directors a
candidate for election to the board of directors should send their letters to
Kodiak Energy, Inc., 734 7th Avenue SW, Calgary, AP T2P3P8, Canada, Attention:
Board of Directors. Shareholders must follow certain procedures to recommend to
the board of directors candidates for election as directors. In general, in
order to provide sufficient time to enable the board of directors to evaluate
candidates recommended by shareholders in connection with selecting candidates
for nomination in connection with our annual meeting of shareholders, the
corporate secretary must receive the shareholder's recommendation no later than
thirty days after the end of our fiscal year.

DISCRETIONARY VOTING OF PROXIES

Pursuant to Rule 14a-4 promulgated by the Securities and Exchange
Commission, shareholders are advised that our management will be permitted to
exercise discretionary voting authority under proxies it solicits and obtains
for the 2007 annual meeting of shareholders with respect to any proposal
presented by a shareholder at such meeting, without any discussion of the
proposal in our proxy statement for such meeting, unless we receive notice of
such proposal at our principal office, not later than March 8, 2007.

INCORPORATION BY REFERENCE

This proxy statement incorporates by reference certain information
included in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2005, including our audited financial statements and supplementary data,
management's discussion and analysis of financial condition and results of
operations and our quantitative and qualitative disclosures about market risk.

OTHER MATTERS

The board of directors knows of no matter that will be presented for
consideration at the meeting other than the matters referred to in this proxy
statement. Should any other matter properly come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote the proxy in
accordance with their best judgment.

By Order of the Board of Directors

Mark Hlady, Chairman of the Board

Calgary, Alberta
June 5, 2006

Annex A

KODIAK ENERGY INC. STOCK OPTION PLAN

SECTION 1. GENERAL PROVISION

1.1 Purpose

The purpose of the Stock Option Plan (the Plan") of Kodiak Energy Inc. (herein
called the "Corporation") is to advance the interests of the Corporation by:

(A) providing Eligible Persons with additional incentive;
(B) encouraging stock ownership by such Eligible Persons;
(C) increasing their proprietary interest in the success of the
Corporation;
(D) encouraging them to remain with the Corporation or its
Subsidiaries; and
(E) attracting new employees, officers and directors.

Options issued under this Plan will not be Incentive Stock Options under
Internal Revenue Code Section 422.

1.2 Administration

(A) The Plan shall be administered by the Board of Directors of the
Corporation (the "Board")

(B) Subject to the limitations of the Plan, the Board shall have the
authority:

(i) to grant Options to acquire shares of common stock of the
Corporation (the "Common Shares") to Eligible Persons;
(ii) to determine the terms, limitations, restrictions and conditions
upon such grants;
(iii) to interpret the Plan and to adopt, amend and rescind such
administrative guidelines and other rules and regulations relating
to the Plan as it shall from time to time deem advisable; and
(iv) to make all other determinations and to take all other actions in
connection with the implementation and administration of the Plan
as it may deem necessary or advisable. The Board's guidelines,
rules, regulations, interpretations and determinations shall be
conclusive and binding upon the Corporation and all other persons.

1.3 Interpretation

For the purposes of the Plan, the following terms shall have the following
meanings:

(A) "Code" means the United States Internal Revenue Code of 1986, as amended;

(B) "Eligible Person" means a director, senior officer or employee of, or a
consultant or any other person providing services to, the Corporation or

of any Subsidiary pursuant to a written contract;

(C) "Fair Market Value" means, subject to applicable exchange requirements,
the last closing price for Common Shares on the date of reference on
wherever the Corporation is listed, (presently the "Pink Sheets"), or if
the Common Shares are not listed or admitted to trading on any exchange,
as determined by any other appropriate method selected by the Board.

(D) "Insider" if used in relation to the Corporation, means:

(i) a director or senior officer of the Corporation,
(ii) a director or senior officer of a company that is an Insider or
subsidiary of the Corporation,
(iii) a person that beneficially owns or controls, directly or
indirectly, voting shares carrying more then 10% of the voting
rights attached to all outstanding voting shares of the
Corporation, or
(iv) the Corporation itself if it holds any of its own securities.

(E) "Option" means an option to acquire Common Shares granted under the Plan;

(F) "Participant" means an Eligible Person to whom Options have been granted;

(G) "Subsidiary" means any company that is a subsidiary of the Corporation as
defined in section 424(f) of the Code;

(H) "Underlying Share" means a Common Share issuable upon the exercise of an
Option; and

(I) "Year" with respect to any Option granted under the Plan means the period
of 12 months commencing on the date of the granting of such Option or on
any anniversary thereof.

Words importing the singular number only shall include the plural and vice versa
and words importing the masculine shall include the feminine.

The Plan and all matters to which reference is made herein shall be governed by
and interpreted in accordance with the laws of the State of Delaware.

1.4 Shares Reserved

All shares of the Corporation issued under the Plan shall be Common Shares in
the capital stock of the Corporation. Options may be granted in respect of
authorized and unissued Common Shares.

The maximum number of Common Shares which may be reserved for issuance under the
Plan shall be 4,250,000, which number is subject to adjustment in accordance
with the provisions of the Plan.

The aggregate number of Common Shares with respect to which Options may be
granted to any one person (together with their associates) under this Plan,
together with all other incentive plans of the Corporation in any one Year:

(A) shall not exceed 500,000 Common Shares, and

(B) in total shall not exceed 2% of the total number of common shares
outstanding.

Any Common Shares subject to an Option that for any reason expires without
having been exercised, shall again be available for grants under the Plan. No
fractional shares shall be issued, and the Board may determine the manner in
which fractional share value shall be treated.

In the event of any change in the outstanding Common Shares by reason of any
stock dividend or split, recapitalization, merger, arrangement, consolidation,
combination or exchange of shares, or other corporate change, or in the event of
any issue of rights pursuant to a shareholder rights plan or other similar plan,
the Board shall make, subject to the prior approval of any relevant stock
exchange, appropriate substitution or adjustment in:

(A) the number or kind of shares or other securities reserved for
issuance pursuant to the Plan; and
(B) the number and kind of shares subject to unexercised Options
theretofore granted and in the Exercise Price of such Options;
provided, however, that no substitution or adjustment shall
obligate the Corporation to issue or sell fractional shares. In
the event of the reorganization of the Corporation or the
amalgamation, merger or consolidation of the Corporation with
another corporation, or the payment of a special or extraordinary
dividend, the Board may make such provision for the protection of
the rights of Participants as the Board in its sole discretion
deems appropriate.

1.5 Non-Exclusivity

Nothing contained herein shall prevent the Corporation from adopting other or
additional compensation arrangements, subject to any required approval.

1.6 Amendment and Termination

No Option shall be granted hereunder after October 31, 2015; provided, however,
that the Board of Directors may at any time prior to that date amend, suspend or
terminate the Plan or any portion thereof. No such amendments, suspension or
termination shall alter or impair any Options or any rights pursuant thereto
granted previously to any Participant without the consent of such Participant.
Any reduction in the exercise price of Options held by Insiders at the time of
the proposed amendment requires disinterested shareholder approval. In the event
of termination of the Plan, the provisions of the Plan and any administrative
guidelines, and other rules and regulations adopted by the Board and in force at
the time of the Plan termination shall continue in effect during such time as an
Option or any rights pursuant thereto remain outstanding.

1.7 Compliance with Legislation

The Board may postpone the exercise of any Option or the issue of any Underlying
Shares pursuant to the Plan for such time as the Board in its discretion may
deem necessary in order to permit the Corporation to effect or maintain
registration of the Plan or the Common Shares issuable pursuant thereto under
the securities laws of any applicable jurisdiction, or to determine that such
shares and the Plan are exempt from such registration. The Corporation shall not
be obligated by any provision of the Plan or grant thereunder to sell or issue
Common Shares in violation of the law of any government or exchange having
jurisdiction therein. In addition, the Corporation shall have no obligation to
issue any Common Shares pursuant to the Plan unless such Common Shares shall

have been duly listed, upon official notice of issuance, with a stock exchange
on which such Common Shares are listed for trading.

1.8 Acceleration of Exercisability of Options Upon Occurrence of Certain
Events

The Board may, in its discretion, provide in the case of any Option granted
under the Plan that, in connection with any merger, arrangement or consolidation
which results in the holders of the outstanding voting securities of the
Corporation (determined immediately prior to such merger or consolidation)
owning, directly or indirectly, less than a majority of the outstanding voting
securities of the surviving corporation (determined immediately following such
merger or consolidation), or any sale or transfer by the Corporation of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Corporation, such Option shall
become exercisable in full or part, notwithstanding any other provision of the
Plan or of any outstanding Options granted thereunder, on and after

(A) the fifteenth day prior to the effective date of such merger,
arrangement, consolidation, sale, transfer or acquisition or

(B) the date of commencement of such tender offer or exchange offer, as the
case may be.

SECTION 2. OPTIONS

2.1 Grants

Subject to the provisions of the Plan, the Board shall have the authority to
determine the limitations, restrictions and conditions, if any, in addition to
those set forth in Section 2.3 hereof, applicable to the exercise of an Option,
including, without limitation, the nature and duration of the restrictions, if
any, to be imposed upon the sale or other disposition of the Underlying Shares,
and the nature of the events, if any, and the duration of the period in which
any Participant's rights in respect of the Underlying Shares may be forfeited.
An Eligible Person may receive Options on more than one occasion under the Plan
and may receive separate Options on any one occasion. At the date of grant of
any option hereunder, the Eligible Person must be a bona fide director, officer,
employee, consultant (or other person providing services) of the Corporation or
its Subsidiaries.

2.2 Option Exercise Price

The Board shall establish the exercise price ("Exercise Price") of each Option
at the time such Option is granted, which shall not be less than the Fair Market
Value of a Common Share on the date of grant of such Option.

The Exercise Price shall be subject to adjustment in accordance with the
provisions of Section 1.4 hereof.

2.3 Exercise of Options

(A) The Board shall determine the time or times at which an Option may be
exercised in whole or in part, and the method or methods by which, and
the form or forms (including, without limitation, cash, Common Shares, or

other property, or any combination thereof, having a value on the
exercise date equal to the relevant Exercise Price) in which payment of
the Exercise Price may be made or deemed to have been made. The Board may
provide for the receipt, without payment by the Participant, of an amount
per Option (the "Growth Amount") equal to the difference between the
Exercise Price of the Option and the Fair Market Value of the Common
Shares, which Growth Amount, at the election of the Participant, will be
payable either in cash or by the issuance by the Corporation to the
Participant of that number of Common Shares calculated by dividing the
Growth Amount by the Fair Market Value of a Common Share.

(B) Options shall not be exercisable later than 5 years after the date of
grant.

(C) The Board may determine when any Option shall become exercisable and may
determine that the Option can be exercisable in installments.

(D) Except as otherwise determined by the Board:

(i) If a Participant ceases to be an Eligible Person as a result of
termination for cause (as such term is defined at common law), no
Option held by such Participant may be exercised following the
date on which such Participant ceased to be an Eligible Person;
(ii) If a Participant ceases to be an Eligible Person for any reason
other than termination for cause or death, any vested Option held
by such Participant may continue be exercised by the Participant
to and until the earlier of:
(a) the applicable expiration of the Option Period in respect
of such Option; and
(b) the period after the date on which such Participant ceases
to be an Eligible Person that is permitted by the
applicable laws, policies, rules and regulations of any
stock exchange upon which the Underlying Shares are then
listed, posted and/or quoted for trading.; and
(iii) in the event of death, the heirs, administrators or legal
representatives of a Participant may exercise the Participant's
Options within twelve months after the date of the Participant's
death to the extent such Options were by their terms exercisable
prior to his death or within the period of twelve months following
his death; but for greater certainty no Option shall be
exercisable after its stated termination date. In the event that
the heirs, administrators or legal representatives of a
Participant who has died exercises the Participant's Option in
accordance with the terms of the Plan, the Corporation shall have
no obligation to issue the Common Shares until evidence
satisfactory to the Corporation has been provided by such heirs,
administrators or legal representatives that such heirs,
administrators or legal representatives are entitled to acquire
the Common Shares under the Plan.

(E) Except as provided in Section 2.3(d), or as otherwise provided in the
applicable Option Agreement, during the lifetime of a Participant,
Options held by such Participant shall be exercisable only by him and no
Option shall be transferable other than by will or the laws of descent
and distribution.

(F) Each Option shall be confirmed by an agreement (an "Option Agreement")
executed by the Corporation and by the Participant.

(G) If, as and when any Common Shares have been duly issued upon the exercise
of an Option and in accordance with the terms of such Option and the
Plan, such Underlying Shares shall be conclusively deemed allotted as

fully paid and non-assessable shares of the Corporation.

(H) Options may not be exercised for fewer than 1000 Common Shares at any one
time, unless the Participant holds Options for less than 1000 Underlying
Shares.

SECTION 3. APPROVAL

3.1 Approval

The Plan was approved by the Board of Directors on January 21, 2006, and is
anticipated to be approved by the stockholders of the Corporation at its next
Annual General Meeting. Prior to receipt of stockholder approval, no options
granted to any person under this plan may be exercised.

SECTION 4. MISCELLANEOUS

4.1 Withholding

It shall be a condition to the obligation of the Corporation to issue Common
Shares upon exercise of an Option that the Participant (or any beneficiary,
transferee or person entitled to act under Sections 2.3(d) or 2.3(e) hereof) pay
to the Corporation, upon its demand, such amount as may be requested by the
Corporation for the purpose of satisfying any liability to withhold federal,
state or local income or other taxes. If the amount requested is not paid, the
Corporation may refuse to issue such Common Shares.

4.2 Issuance of Certificates; Legends

Common Shares duly acquired under the terms of an Option shall be registered in
the name of the Participant and a share certificate representing the number of
such Common Shares shall be issued in the name of the Participant, his or her
legal representatives or as he, she or they may direct. The Corporation may
endorse such legend or legends upon the certificates for Common Shares issued
upon the exercise of an Option granted hereunder and may issue such "stop
transfer" instructions to its transfer agent in respect of such shares as, in
its absolute discretion, it determines to be necessary or appropriate.

4.3 Correction of Defects, Omissions, and Inconsistencies

The Board may correct any defect, supply any omission, or reconcile any
inconsistency in this Plan in the manner and to the extent it shall deem
desirable to carry this Plan into effect, subject to applicable regulatory
approval if any.

4.4 Other Actions

Nothing contained in this Plan shall be construed to limit the authority of the
Corporation to exercise its corporate rights and powers, including but not by
way of limitation, the right of the Corporation to grant Options for proper
corporate purposes other than under the Plan with respect to any other person,
firm, corporation or association.

The Plan was adopted by the Board on January 04, 2006

Annex B
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KODIAK ENERGY, INC
-------------------------------------------------------
Pursuant to Section 242 of the
General Corporation Law of Delaware
-------------------------------------------------------

The undersigned President of Kodiak Energy, Inc. ("Corporation")

DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is Kodiak Energy, Inc.

SECOND: The Certificate of Incorporation of the Corporation is hereby
amended by deleting the first paragraph in its entirety and by substituting the
following new first paragraph in lieu thereof:

"The name of this Delaware corporation is: Kodiak Petroleum Ltd."

THIRD: The foregoing Amendment to the Certificate of Incorporation was
duly approved by the Corporation's Board of Directors in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and thereafter was duly adopted by the affirmative vote of the holders
of a majority of the outstanding stock entitled to vote thereon at a meeting of
stockholders.

IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
__th day of July ___, 2006.

----------------------------
By: Mark Hlady,
Chairman of the Board

================================================================================

KODIAK ENERGY, INC. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on July 18, 2006

P The undersigned Shareholder(s) of Kodiak Energy, Inc., a
Delaware corporation ("Company"), hereby appoints Mark Hlady and
William Tighe, with full power of substitution, as the agent, attorney
and proxy of the undersigned, to vote the shares standing in the name
of the undersigned at the Annual Meeting of Shareholders of the Company
to be held on July 18, 2006 and at all adjournments thereof. This proxy
will be voted in accordance with the instructions given below. If no
R instructions are given, this proxy will be voted FOR all of the
following proposals.

1. Election of the following Directors:

FOR all nominees listed below except AGAINST all nominees
as marked to the contrary below | | listed below | |
O
Mark Hlady, William Tighe, Peter Schriber, Glenn Watt and
Marvin Jones

INSTRUCTIONS: To vote AGAINST any individual nominee, write
that nominee's name in the space below.

-----------------------------------------------------
X
2. To approve the stock option plan of Kodiak Energy, Inc..

4. In their discretion, the proxies are authorized to vote upon
such other business as may come before the meeting or any
adjournment thereof.

| | I plan on attending the Annual Meeting.

Date: ___________________, 2006

Signature ___________________________

_____________________________________
Signature if held jointly

Please sign exactly as name appears
above. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

- --------------------------------------------------------------------------------