UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): November 10, 2005

                            GRAN TIERRA ENERGY, INC.
                             (f/k/a GOLDSTRIKE INC.)
            (Exact name of registrant as specified in its charter)


          Nevada                   333-111656               Applied For
-------------------------------------------------------------------------------
      (State or other       (Commission File Number)      (I.R.S. Employer
       jurisdiction                                    Identification Number)
     of incorporation)

        10th Floor, 610-8th Avenue S.W.
           Calgary, Alberta, Canada                           T2P 1G5
    (Address of principal executive offices)                 (Zip Code)


                                 (403) 537-3218
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
<PAGE>

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange Act of 1934.  This  Quarterly  Report  includes
statements regarding our plans, goals,  strategies,  intent,  beliefs or current
expectations.  These  statements  are  expressed  in good faith and based upon a
reasonable   basis  when  made,  but  there  can  be  no  assurance  that  these
expectations will be achieved or accomplished.  These forward looking statements
can be  identified  by the use of terms and phrases such as  "believe,"  "plan,"
"intend,"  "anticipate,"  "target,"  "estimate,"  "expect," and the like, and/or
future-tense or conditional  constructions  ("will,"  "may," "could,"  "should,"
etc.).  Items  contemplating or making  assumptions  about,  actual or potential
future sales, market size, collaborations,  and trends or operating results also
constitute such forward-looking statements.

Although  forward-looking  statements  in this  report  reflect  the good  faith
judgment of management,  forward-looking  statements  are inherently  subject to
known and unknown risks,  business,  economic and other risks and  uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements.  Readers are urged not to place undue reliance
on these  forward-looking  statements,  which  speak only as of the date of this
report.  We assume no  obligation  to update any  forward-looking  statements in
order to reflect any event or circumstance that may arise after the date of this
report,  other than as may be required by applicable law or regulation.  Readers
are urged to carefully review and consider the various disclosures made by us in
the our reports filed with the Securities and Exchange  Commission which attempt
to advise  interested  parties  of the risks and  factors  that may  affect  our
business,  financial  condition,  results of operation and cash flows. If one or
more  of  these  risks  or  uncertainties  materialize,  or  if  the  underlying
assumptions  prove incorrect,  our actual results may vary materially from those
expected or projected.

Item 2.01.   Completion of Acquisition or Disposition of Assets

On November 10, 2005,  pursuant to a share  purchase  agreement,  which has been
attached  hereto and is incorporated  herein by reference,  (the "Share Purchase
Agreement")  among Goldstrike Inc., a Nevada  corporation  ("Goldstrike"),  Gran
Tierra Energy Inc., an Alberta corporation ("Gran Tierra Energy") and holders of
shares of capital  stock in Gran  Tierra  Energy  (individually  a "Gran  Tierra
Stockholder" and collectively the "Gran Tierra  Stockholders") and an assignment
agreement,  which  has  been  attached  hereto  and is  incorporated  herein  by
reference,  (the  "Assignment  Agreement")  between  Goldstrike  and  Goldstrike
Exchange   Co,   a   Canadian   corporation   indirectly-owned   by   Goldstrike
("Exchangeco"),  Exchangeco acquired 96.03% of the outstanding shares of capital
stock in Gran Tierra Energy  ("Gran  Tierra  Shares") in exchange for which each
Gran Tierra Stockholder,  at their election, received either 1.5873016 shares of
common  stock  of  Goldstrike   ("Common  Stock")  and/or  1.5873016  shares  of
exchangeable stock of Exchangeco ("Exchangeable Shares"); and Goldstrike changed
its name to Gran Tierra Energy Inc. (referred to hereinafter as the "Company" or
"Gran  Tierra")  (the  "Share  Purchase").  Exchangeco  intends  to carry  out a
compulsory acquisition  transaction in accordance with the Business Corporations
Act  (Alberta)  to acquire  the Gran Tierra  Shares not already  acquired as the
result of the Share Purchase. After completion of such transaction,  Gran Tierra
Energy will become a indirectly-owned subsidiary of Goldstrike.

In connection with the Share  Exchange,  certain  Canadian  resident Gran Tierra
Stockholders  may  receive,  at  their  election,  Exchangeable  Shares  on  the
surrender of their Gran Tierra Shares. Exchangeable Shares will be exchangeable,
at  the  option  of  the  holder,  at any  time  for  shares  of  Common  Stock.
Exchangeable Shares will be economically equivalent to shares of Common Stock by
entitling  holders to dividends and other economic rights provided to holders of
shares  of Common  Stock  and will be  equivalent  on a  non-financial  basis by
providing  holders with the same voting rights and  liquidation  rights as those
provided to shares of Common Stock.

Simultaneously  with the  consummation of the Share Exchange,  Goldstrike,  Gran
Tierra Energy,  Goldstrike Callco, a corporation  incorporated under the laws of
Alberta Canada ("Callco") and Olympia Trust Company, a Canadian corporation (the
"Trustee")  executed a voting  exchange  and support  agreement,  which has been
attached hereto and is incorporated  herein by reference,  (the "Voting Exchange
and Support  Agreement") to make provision for and establish a procedure whereby
voting rights in the Company will be  exercisable by the Trustee for the benefit
of the holders of Exchangeable Shares (the  "Beneficiaries");  Goldstrike issued
to the  Trustee,  for the  benefit  of the  Beneficiaries,  one share of special
voting stock, $.001 par value (the "Goldstrike Special Voting Share") and Callco
granted to the Trustee the right, under certain circumstances, to require Callco
to purchase the Exchangeable Shares.


                                       2
<PAGE>

Immediately  prior to the Share Purchase,  Goldstrike  transferred to Goldstrike
Leasco Inc.,  a  newly-formed  Nevada  corporation  wholly  owned by  Goldstrike
("Leasco")  all of  Goldstrike's  rights and  interests in that certain  Mineral
Property  Sale  Agreement  previously  entered into by  Goldstrike.  The Mineral
Property Sale Agreement was filed by Goldstrike with the Securities and Exchange
Commission as Exhibit 10.1 to Goldstrike's Annual Report on Form 10-KSB filed on
March 24, 2005.

Simultaneously  with the  closing  of the  Share  Purchase,  upon the  terms and
conditions  of a  split-off  agreement,  which has been  attached  hereto and is
incorporated herein by reference (the "Split-off Agreement"),  among Goldstrike,
Leasco,  Dr. Yenyou Zheng (the  "Split-off  Purchaser")  and Gran Tierra Energy,
Goldstrike sold all the issued and outstanding shares of capital stock of Leasco
(the  "Leasco  Shares") to the  Split-off  Purchaser  in exchange for all of the
shares of Common Stock owned by the Split-off  Purchaser  and the  assumption by
the Split-off Purchaser of all responsibilities  for any debts,  obligations and
liabilities of Leasco.

In connection with the  consummation  of the Share Purchase,  the address of our
principal  executive  offices was changed to 10th Floor,  610-8th  Avenue  S.W.,
Calgary,  Alberta,  Canada  T2P 1G5 and the  telephone  number of our  executive
offices was changed to (403) 537-3218.

BUSINESS

Goldstrike

Goldstrike  was  incorporated  in the  State of Nevada on June 9, 2003 to pursue
opportunities in the field of mineral exploration. On June 30, 2003, pursuant to
the  Mineral  Property  Sale  Agreement,  Goldstrike  acquired a 100%  undivided
mineral interest in properties  located in the Kamloops Mining Division,  in the
Province of British Columbia, Canada (the "Goldstrike Property").

In July 2005,  Goldstrike  retained P & L Geological Services ("P&L") to conduct
the first phase of  exploration on the  Goldstrike  Property.  On its review and
sampling,  P&L  indicated  that the  Goldstrike  Property  did not host  readily
available areas of significant  mineralization for follow-up exploration.  Based
on P&L's report,  Goldstrike  decided not to conduct any further  exploration on
these  mineral  claims  and  began  to  review  other  potential   resource  and
non-resource assets for acquisition.

Gran Tierra Energy

Gran  Tierra  Energy  is a private  international  oil and gas  exploration  and
production  company,  incorporated  in  Canada  in  January  2005.  The  Company
commenced  business  activity  in May 2005 with  capital  obtained  through  its
initial  financing of approximately  $1.8 million.  Its vision and mandate is to
move aggressively and purposefully to build a substantial international presence
and record of success,  initially  focusing on business  opportunities  in South
America  with the  intent to expand  its  activities  in the  future  into North
Africa, the Middle East and Southeast Asia.

Gran  Tierra  Energy  was  founded  to  capitalize  on the depth and  breadth of
experience  of the  management  team,  to  access  exploration  and  development
opportunities   and  leverage   strategic   relationships  to  build  a  diverse
international oil and gas company.

The Gran Tierra Energy  management  team  consists of four senior  international
energy   professionals   representing   over  one  hundred   years  of  hands-on
international  exploration and production  operations  experience in most of the
world's  principal  petroleum  producing  regions.  Three of the  members of the
management  team were most  recently  employed by EnCana  Corporation,  Canada's
largest oil and gas  company by market  capitalization.  Two of the  founders of
Gran Tierra Energy are also founders of Saxon Energy Services Inc., an expanding
Canadian public company involved in oil and gas drilling and related services in
South America.


                                       3
<PAGE>

Since its  inception  in May,  Gran  Tierra  Energy has  acquired  interests  in
producing   and   non-producing   properties   in  Argentina   (the   "Argentine
Acquisition")  and  has  developed  an  inventory  of  future   exploration  and
production  opportunities that is expected to consolidate the Company's presence
in Argentina,  provide entry into other countries in South America and provide a
base for future growth.

Gran Tierra Energy made a formal offer to purchase the Argentina  assets of Dong
Won  Corporation  S.A on May 30, 2005,  that was accepted on June 22, 2005.  The
Argentine  Acquisition  closed on  September  1,  2005,  and  consists  of a 14%
participation  in  several  producing  oil  fields  governed  by a single  joint
venture,  and a 50% interest in two additional  properties.  The major property,
Palmar  Largo,  produces  approximately  350  barrels per day to Gran Tierra and
generates  operating  cash  flow of  approximately  $200,000  per  month  to the
Company. The total acquisition cost was approximately $7 million.

The Palmar Largo joint venture is operated by Pluspetrol  S.A. The area has been
producing  since  1984 and is in the later  stages  of its  production  life.  A
planned  two-well  drilling  program  is now  nearing  completion.  The  initial
exploration well was not commercially  successful;  a second development well is
currently drilling.

The Palmar Largo acquisition was not made for its exploration  upside but rather
to  establish  cash flow in a region of interest  to Gran  Tierra  Energy and to
establish a presence and base for  expansion.  It is a strategic  first step for
the Company.  Still, 3-D seismic has identified several leads and prospects that
are potential drilling candidates.

Concurrent  with  the  Argentine  Acquisition,   Gran  Tierra  Energy  commenced
negotiation  of a business  combination  with  Goldstrike.  To facilitate  these
negotiations, Goldstrike provided a bridge loan to Gran Tierra Energy to finance
the Argentine  Acquisition.  Upon the  effectiveness of the consolidation of the
companies, this loan was to be forgiven. The consolidation of the two companies,
affected  by the  Share  Purchase,  has been  consummated  and the loan has been
forgiven.

The Company

On November 10, 2005, the two companies  consummated  the Share Purchase and the
Split-off and adopted the business plan of Gran Tierra Energy.  The  combination
of Goldstrike,  Gran Tierra Energy and the Argentina  properties acquired in the
Argentine Acquisition brings to the Company business components essential to the
success and growth of the Company:  the vision and senior management  experience
of Gran Tierra Energy,  an appropriate  first property  acquisition  through the
Argentine  Acquisition  and  access  to the  U.S.  capital  markets  as a public
company.

Our plan is to  create  value in the  international  oil & gas  exploration  and
development  industry,  initially in South  America.  Our  business  strategy is
founded on several principles:

      o     Engage   qualified,    experienced,    intelligent   and   motivated
            professionals

      o     Position the Company in countries that welcome  foreign  investment,
            provide  attractive  fiscal  terms and offer  previously  ignored or
            undervalued opportunities;

      o     Establish  an  effective  local  presence  and  leverage  management
            experience  and  synergies   with   strategic   partners  to  access
            proprietary deal flow;

      o     Create alliances with companies that are active in areas of interest
            to the Company, and consolidate initial land/property positions;

      o     Build a balanced portfolio of production,  development, step-out and
            more speculative exploration opportunities;

      o     Mix technical excellence with common sense;


                                       4
<PAGE>

      o     Take a pragmatic approach to business; and

      o     Transact  business in familiar  countries  with familiar  people and
            familiar assets.

Industry Overview

Although  prices for oil and natural gas  fluctuate on the  commodities  market,
prices have been at or near record highs over the past year. Oil and natural gas
exploration and development  activity in many countries is or has been dominated
by larger companies,  that have overlooked or undervalued  smaller-sized oil and
gas opportunities, some of which have not been considered economically viable in
a lower price environment.  This creates opportunities for more nimble,  smaller
companies like Gran Tierra.

High energy  prices make  smaller  fields more  economic;  small fields are less
attractive  for large  companies  who need larger  projects  to  maintain  their
growth.  In many  instances,  larger  companies are disposing of their  smaller,
non-core  assets.  However,  many small  companies  have  limited  international
management depth, limited access to capital,  and limited operating  capability,
including  access to drilling rigs. In some countries,  smaller fields have been
overlooked or undervalued.  More  progressive  governments  have recognized this
unrealized potential, and are moving to attract smaller companies.

The  international  oil and gas  industry is  extremely  diverse and offers very
different  opportunities for different companies in different  countries.  There
are several realities, however, that are pervasive:

      o     Oil and gas reserves tend to be  distributed  in a pyramid  pattern.
            The distribution of oil and gas reserves is generally  depicted as a
            "pyramid"  with the greatest  number of fields being smaller  fields
            and with very few large  fields.  Because  of their  size,  the very
            large  fields  are more  easily  located  - most have  already  been
            discovered  and tend be the most  economical to produce  (though not
            always).

      o     Oil and gas companies tend to be  distributed in a pyramid  pattern.
            Oil and gas companies  tend to be  distributed  in a pattern that is
            similar  to that  of oil and gas  reserves.  There  are  many  small
            companies  and  few  very  large   companies   (the  super  majors).
            Furthermore,  large  companies tend to shed smaller  non-core assets
            that then become available for acquisition by smaller  companies and
            as a result small companies tend to proliferate.

      o     In a mature producing area with a mature  industry,  the entirety of
            the resource  pyramid is being  explored and developed by both small
            and large oil and gas  companies.  In less mature  areas where small
            companies have been discouraged,  the potential of the resource base
            and resource industry has not been fully realized.

      o     New opportunities for smaller  companies.  High energy prices,  more
            open energy  policies  and  continuing  divestitures  are creating a
            significant  opportunity  for smaller  companies  today,  in certain
            countries in particular.

      o     The general consensus within the energy industry  indicates that the
            higher oil prices we currently are experiencing are not a short-term
            phenomenon.   According  to  the  NYMEX  futures   exchange,   which
            represents the market's view on future  prices,  prices near $60 per
            barrel can be  expected  for the next three  years and remain in the
            mid-$50s range for several more years.

      o     By its  nature,  finding  and  producing  oil  and  gas  is a  risky
            business.  Oil and gas  deposits  may be  located  miles  below  the
            earth's surface.  There is no guarantee,  despite the sophistication
            of modern exploration techniques, that oil or gas will be present in
            a particular  location without drilling.  Additionally,  there is no
            guarantee  that a  discovery  will be  commercially  viable  without
            follow up drilling,  nor can there be any guarantee that such follow
            up drilling will be  successful.  There is  furthermore no guarantee
            that reserves once established will produce at expected rates. Added
            to this are the  vagaries of politics  and fiscal  systems  that can
            render a project  economic  one day and  uneconomic  the  next,  and
            societies  that can  threaten  the safety and security of workers or
            the reputation of the company.

      o     The oil and gas  industry is capital  intensive -  particularly  for
            startups  that cannot  depend on  cashflow to fund their  ambitions.
            Investment  decisions  are based on long time horizons - the typical
            oil and gas project has a life of 20+ years. Economics and value are
            based on a long-term perspective.  This can be extremely problematic
            for investors looking for quarterly results,  especially for smaller
            companies  that do not have a large  portfolio and an  assembly-line
            approach to their work.  These  companies  will progress in fits and
            starts,   especially   relative  to  their  size.   They  will  have
            disappointments  and they will have  successes,  some large and some


                                       5
<PAGE>

            small.

      o     The  production  profile for a  substantial  majority of oil and gas
            reservoirs  is a  declining  trend -  Production  from an oil or gas
            field with a fixed number of wells declines over time.  That decline
            rate  varies   depending  on  the  reservoir  and   well/development
            characteristics but in general, steepest declines are earlier in the
            production life of the field. Typically, production falls to a point
            where  revenues  are  insufficient  to cover  operating  costs  (the
            project reaches its economic limit) and the field is abandoned.

      o     Production  levels in a field can be  maintained  by more  intensive
            drilling  and/or  enhancement of existing wells and such efforts are
            usually  made to offset the  natural  decline in  production.  A low
            price environment,  budgetary constraints or lack of imagination can
            prevent companies from taking appropriate action,  however. This can
            present a significant  opportunity for new operators in a high price
            environment.

      o     Chance of exploration success in areas where there is no oil and gas
            activity  is low.  The  average  chance  of  success  for  `wildcat'
            exploration wells,  globally, is less than 10%. In other words, 9 of
            10 wells are  unsuccessful.  An  exploration  success of 30% (one of
            three wells successful) is a significant accomplishment.

Growth Opportunities

In general, growth for an oil and gas company is measured in terms of production
and reserves,  and  corresponding  cash flow. A significant  determinant of cash
flow is prices, over which a single oil company has no control.  Price movements
provide  significant  cash windfalls or depressions that likewise tend to impact
market valuation,  but the ultimate  viability of an oil and gas company depends
on underlying reserve and production fundamentals.

In many ways,  growth is easier to achieve  for a smaller  company  than a large
company,  as a small  company  begins  from a small  base and  small  steps  can
represent  large  percentages.  Large  companies,  however,  are able to  absorb
failures  without  jeopardizing  the viability of their company.  Their stronger
balance sheets and financial  positions provide a competitive  advantage,  allow
them to take more risk and often attract the most qualified people.

There are  essentially  two ways to grow an oil and gas  company - by  acquiring
production/reserves or by acquiring land and drilling.  Acquisitions provide the
greatest  impact  over the  shortest  period  of time but they may or may not be
self-sustaining.  Acquisition of land and subsequent  drilling is a long process
with a  limited  chance  of  success.  Land  is  often  competitively  tendered.
Appraisal usually requires geological and geophysical work, assessment and time,
that may or may not support the drilling of an exploration well.

The Company's  growth  strategy  focuses on building a portfolio of  production,
exploration prospects and land by selective acquisitions,  where future drilling
will add value.

RISK FACTORS

Our future  revenues  will be derived  from  international  oil and  natural gas
exploration  and  development.  There are numerous and varied  risks,  known and
unknown, that may prevent us from achieving our goals, including those described
below.  The risks  described  below are not the only ones Gran Tierra will face.
Additional  risks not presently known to us or that we currently deem immaterial
may also impair our financial performance and business operations. Our business,
financial condition or results of operation may be materially adversely affected
by the nature and impact of these risks.  In such case,  the market value of our
securities  could  decline,  and  investors  may  lose  all  or  part  of  their
investment.  Please  refer to the other  information  contained  in this Current
Report for further  details  pertaining to the Company's  business and financial
condition.


                                       6
<PAGE>

RISKS RELATED TO OUR BUSINESS

We  are a new  enterprise  engaged  in  the  business  of oil  and  natural  gas
exploration  and  development.  The business of exploring  for,  developing  and
producing  oil and  natural  gas  reserves  is  inherently  risky.  We will face
numerous and varied  risks,  both known and  unknown,  which may prevent us from
achieving our goals. Some of these risks are described below. Even a combination
of experience,  knowledge and careful evaluation may be unable to overcome these
risks.

We Are A Development Stage Company. We Have Limited Operating History For You To
Evaluate Our Business. We May Never Attain Profitability.

We are a development  stage company and have limited  current oil or natural gas
operations.  As an oil and gas exploration and development  company with limited
operating  history,  it is  difficult  for  potential  investors to evaluate our
business.  Our proposed  operations  are  therefore  subject to all of the risks
inherent  in light  of the  expenses,  difficulties,  complications  and  delays
frequently  encountered in connection with the formation of any new business, as
well as those  risks that are  specific to the oil and gas  industry.  Investors
should evaluate us in light of the delays, expenses,  problems and uncertainties
frequently  encountered  by  companies  developing  markets  for  new  products,
services and technologies. We may never overcome these obstacles.

Our  business  is  speculative  and  dependent  upon the  implementation  of our
business  plan and our ability to enter into  agreements  with third parties for
the  rights to  exploit  potential  oil and gas  reserves  on terms that will be
commercially  viable for us. There can be no assurance  that our efforts will be
successful  or result in revenue or profit.  There is no assurance  that we will
earn  significant  revenues  or  that  investors  will  not  lose  their  entire
investment.

Unanticipated  Problems in Our Argentina  Operations May Harm Our Business and
Our Viability.

If our Argentina operations,  in particular the Palmar Largo property,  which is
the  principal  asset in this location at this time,  are  disrupted  and/or the
economic integrity of these projects is threatened for unexpected reasons (which
may  be  due to  technical  difficulties,  geographic  and  weather  conditions,
business reasons or otherwise),  our business may experience a setback.  Because
we  are  at the  beginning  stages  of  our  development,  we  are  particularly
vulnerable  to these  events.  Prolonged  problems may  threaten the  commercial
viability of our Argentina operations.  Moreover,  the occurrence of significant
unforeseen conditions or events in connection with the Argentine Acquisition may
cause us to question the  thoroughness of our due diligence and planning process
which  occurred prior to the  acquisition,  which may cause us to reevaluate our
business model and the viability of our contemplated business.  Such actions and
analysis may adversely affect our business.

We May Be Unable to Obtain Development Rights We Need to Build Our Business.

Our  business  plan  focuses  on   international   exploration   and  production
opportunities,  initially  in South  America  and later in North  Africa and the
Middle East and Southeast  Asia. We have thus far acquired three  properties for
exploration and development in Argentina. In the event that we do not succeed in
negotiating additional property  acquisitions,  our future prospects will likely
be substantially  limited,  and our financial condition and results of operation
may be materially adversely affected.

Our Lack of  Diversification  Will  Increase the Risk of an Investment in Gran
Tierra.

Our  business  will  focus on the oil and gas  industry  in a limited  number of
properties, initially in Argentina, with the intention of expanding elsewhere in
South  America  and later into North  Africa and the Middle  East and  Southeast
Asia. Larger companies have the ability to manage their risk by diversification.
However,  we will  lack  diversification,  in  terms  of  both  the  nature  and
geographic scope of our business.  As a result,  we will likely be impacted more
acutely by factors  affecting  our  industry  or the regions in which we operate
than we would if our business were more diversified.

Strategic Relationships upon Which We May Rely are Subject to Change.

Gran Tierra's ability to successfully bid on and acquire additional  properties,
to discover reserves,  to participate in drilling  opportunities and to identify
and enter into commercial  arrangements with customers will depend on developing
and maintaining close working  relationships  with industry  participants and on
our  ability  to select  and  evaluate  suitable  properties  and to  consummate
transactions in a highly competitive environment. These realities are subject to
change and may impair Gran Tierra's ability to grow.


                                       7
<PAGE>


To develop our business,  we will endeavor to use the business  relationships of
our management to enter into strategic relationships, which may take the form of
joint  ventures  with other  private  parties or with local  government  bodies,
contractual arrangements with other oil and gas companies,  including those that
supply equipment and other resources that we will use in our business. There can
be  no  assurances   that  we  will  be  able  to  establish   these   strategic
relationships,  or if  established  that the  relationships  will continue to be
maintained.  In  addition,  the  dynamics of our  relationships  with  strategic
partners may require us to incur  expenses or undertake  activities we would not
otherwise be inclined to in order to fulfill our  obligations  to these partners
or  maintain  our  relationships.   If  our  strategic   relationships  are  not
established or maintained, our business may suffer.

Competition in Obtaining  Rights to Explore and Develop Oil and Gas Reserves and
to Market Our Production May Impair Our Business.

The oil and gas industry is highly competitive. Other oil and gas companies will
bid for exploration and production licenses and other properties and services we
will  need to  operate  our  business  in the  countries  in which we  expect to
operate,  thereby providing competition to us for these rights. This competition
is  increasingly  intense as prices of oil and  natural  gas on the  commodities
markets has risen in recent years. Additionally,  other companies engaged in our
line of business may compete with us from time to time in obtaining capital from
investors.  Competitors  include  larger,  foreign owned  companies,  which,  in
particular, may have access to greater resources than us, may be more successful
in the  recruitment  and retention of qualified  employees and may conduct their
own  refining  and  petroleum  marketing  operations,  which  may  give  them  a
competitive  advantage.  In  addition,  actual or potential  competitors  may be
strengthened  through the acquisition of additional assets and interests.  If we
are  unable  to  compete   effectively  or  adequately  respond  to  competitive
pressures,  this  inability  may  materially  adversely  affect  our  results of
operation and financial condition.

We May Be Unable to Obtain Additional Capital That We Will Require to
Implement Our Business Plan.

We expect  that  current  capital  and our  other  existing  resources,  will be
sufficient only to provide a limited amount of working capital, and the revenues
generated from the Argentina properties will not alone be sufficient to fund our
operations or planned growth. We will require  additional capital to continue to
operate  our  business  beyond  the  initial  phase  of  these  three  Argentina
properties, and to expand our exploration and development programs to additional
properties.  There are no  assurance  that we will be able to obtain the capital
required in such a short period of time or at all.

Future  acquisitions  and  future  exploration,   development,   production  and
marketing  activities,  as  well as our  administrative  requirements  (such  as
salaries,  insurance  expenses and general overhead  expenses,  as well as legal
compliance costs and accounting  expenses) will require a substantial  amount of
additional capital and cash flow.

Shortly after the closing of the Share Exchange, we will require such additional
capital and we therefore plan to pursue sources of such capital  through various
financing  transactions or  arrangements  including joint venturing of projects,
debt financing,  equity financing or other means.  There is no assurance that we
will be  successful  in locating a suitable  financing  transaction  in the time
period  required  or at all,  or that we will be  successful  in  obtaining  the
capital we require by other means.  Moreover,  there is no assurance that, if we
do succeed in raising additional  capital shortly after the Share Exchange,  the
capital received will be sufficient to fund our operations going forward without
obtaining  additional  capital  financing.  Furthermore,  future  financings are
likely  to be  dilutive  to the  stockholders,  as we  will  most  likely  issue
additional  shares of Common  Stock or other  equity to the  investors in future
financing transactions.

Our ability to obtain  needed  financing  may be impaired by such factors as the
capital  markets (both generally and in the oil and gas industry in particular),
our status as a new enterprise  without a demonstrated  operating  history,  the
location of our oil and natural  gas  properties  in  developing  countries  and
prices of oil and natural gas on the  commodities  market (which will impact the
amount of asset-based financing available to us). Further, if oil and/or natural
gas prices on the commodities  markets  decrease,  then our revenues will likely
decrease, and decreased revenues may increase our requirements for capital. Some
of the  contractual  arrangements  governing  our  operations  may require us to
maintain  minimum  capital,  and we may  lose  our  contract  rights  (including
exploration,  development and production  rights) if we do not have the required
minimum  capital.  If the amount of capital we are able to raise from  financing
activities,  together with our revenues from  operations,  is not  sufficient to
satisfy our capital needs (even to the extent that we reduce our  operations) we
may be required to cease our operations.


                                       8
<PAGE>

We May Be Unable To Meet Our Capital Requirements In The Future.

We may need additional  capital in the future,  which may not be available to us
on reasonable terms or at all. The raising of additional capital may dilute your
ownership in the Company.  We may need to raise  additional funds through public
or  private  debt or  equity  financings  in  order to meet  various  objectives
including but not limited to:

      o     pursuing growth opportunities, including more rapid expansion;

      o     acquiring complementary businesses;

      o     making capital improvements to improve our infrastructure;

      o     hiring qualified management and key employees;

      o     responding to competitive pressures;

      o     complying with licensing, registration and other requirements; and

      o     maintaining compliance with applicable laws.

Any  additional  capital  raised  through  the sale of equity  may  dilute  your
ownership  percentage  in us.  This could also  result in a decrease in the fair
market  value of our equity  securities  because our assets  would be owned by a
larger pool of  outstanding  equity.  The terms of securities we issue in future
capital transactions may be more favorable to our new investors, and may include
preferences,  superior  voting  rights and the  issuance  of  warrants  or other
derivative  securities,  and issuances of incentive awards under equity employee
incentive plans, which may have a further dilutive effect.

Furthermore,  any additional financing we may need may not be available on terms
favorable  to us, or at all.  If we are  unable to  obtain  required  additional
financing, we may be forced to curtail our growth plans or cut back our existing
operations.

We may incur substantial costs in pursuing future capital  financing,  including
investment banking fees, legal fees,  accounting fees, securities law compliance
fees,  printing  and  distribution  expenses  and  other  costs.  We may also be
required to recognize non-cash expenses in connection with certain securities we
may issue, such as convertible  notes and warrants,  which will adversely impact
our financial condition.

We May Not Be Able To Effectively Manage Our Growth.

Our strategy envisions expanding our business.  If we fail to effectively manage
our growth, our financial results could be adversely affected.  Growth may place
a strain on our management systems and resources. We must continue to refine and
expand our business development capabilities,  our systems and processes and our
access to  financing  sources.  As we grow,  we must  continue  to hire,  train,
supervise  and manage new  employees.  We cannot assure you that we will be able
to:

      o     meet our capital needs;

      o     expand our systems effectively or efficiently or in a timely manner;

      o     allocate our human resources optimally;

      o     identify and hire qualified employees or retain valued employees; or

      o     incorporate  effectively  the components of any business that we may
            acquire in our effort to achieve growth.


                                       9
<PAGE>

If we are unable to manage our growth and our operations  our financial  results
could be adversely affected.

Our Business May Suffer If We Do Not Attract and Retain Talented Personnel.

Our success will depend in large measure on the abilities,  expertise, judgment,
discretion  integrity and good faith of our  management  and other  personnel in
conducting the business of Gran Tierra. We have a small management team, and the
loss of a key individual or inability to attract suitably  qualified staff could
materially adversely impact our business. We may also experience difficulties in
certain  jurisdictions  in our efforts to obtain  suitably  qualified  staff and
retaining  staff  who are  willing  to work in that  jurisdiction.  Our  success
depends on the ability of our management  and employees to interpret  market and
geological  data  correctly and to interpret and respond to economic  market and
other   conditions  in  order  to  locate  and  adopt   appropriate   investment
opportunities  monitor such investments and ultimately if required  successfully
divest  such  investments.  Further,  no  assurance  can be  given  that our key
personnel will continue their association or employment with Gran Tierra or that
replacement personnel with comparable skills can be found. We have sought to and
will continue to ensure that management and any key employees are  appropriately
compensated;  however, their services cannot be guaranteed.  If we are unable to
attract and retain key personnel, our business may be adversely affected.

Our  Management  Team  Does Not Have  Extensive  Experience  in  Public  Company
Matters.

Our management team has had limited U.S. public company management experience or
responsibilities,  which  could  impair  our  ability  to comply  with legal and
regulatory  requirements such as the  Sarbanes-Oxley  Act of 2002 and applicable
federal  securities laws including filing required reports and other information
required on a timely basis.  There can be no assurance that our management  will
be able to implement and affect programs and policies in an effective and timely
manner that adequately  respond to increased  legal,  regulatory  compliance and
reporting  requirements  imposed by such laws and  regulations.  Our  failure to
comply with such laws and regulations  could lead to the imposition of fines and
penalties and further result in the deterioration of our business.

Risks Related to our Prior Business May Adversely Affect our Business.

Prior to the Share  Exchange,  the  business  of the  Company  involved  mineral
exploration,  with a view towards  development and production of mineral assets,
conducted by  Goldstrike,  including  ownership  of 32 mineral  claim units in a
property in British  Columbia,  Canada and the exploration of this property.  We
have  determined  not to  pursue  this  line of  business  following  the  Share
Exchange.  However, claims arising from the former business of Goldstrike may be
made against us. These claims may arise from Goldstrike's  activities (including
employee  and  labor  matters),  financing  and  credit  arrangements  or  other
commercial  transactions.  While no  claims  are  pending  and we have no actual
knowledge of any threatened  claims,  it is possible that third parties may seek
to make claims against us. Even if asserted claims are without merit and we have
no liability,  defense  costs and the  distraction  of management  attention may
adversely affect our business.  If any potential claims are made against us, our
business could suffer, in particular if any such claims are material in terms of
their  magnitude or complexity.  Therefore,  claims arising from the business of
Goldstrike prior to the Share Exchange may have a material adverse affect on the
Company's  business  in the future.  While the  relevant  definitive  agreements
executed  in  connection  with  the  Split-o  provide   indemnities  to  us  for
liabilities  arising from the prior  business  activities of  Goldstrike,  these
indemnities  may not be  sufficient  to  fully  protect  us from all  costs  and
expenses.

RISKS RELATED TO OUR INDUSTRY

Our  Exploration  for Oil and Natural  Gas Is Risky and May Not Be  Commercially
Successful.

Oil and natural gas exploration  involves a high degree of risk. These risks are
more acute in the earlier stages of exploration. There is no assurance that Gran
Tierra's  expenditures  on exploration  will result in new discoveries of oil or
natural gas in commercially  viable  quantities.  It is difficult to project the
costs of  implementing  an  exploratory  drilling  program  due to the  inherent
uncertainties  of  drilling in unknown  formations,  the costs  associated  with
encountering  various drilling conditions such as over pressured zones and tools
lost in the hole,  and changes in drilling  plans and  locations  as a result of
prior exploratory wells or additional seismic data and interpretations  thereof.
If exploration  costs exceed our estimates or if our exploration  efforts do not
produce results which meet our expectations,  our exploration efforts may not be
commercially  successful,  which  could  have a material  adverse  affect on our
results of operation and financial condition.


                                       10
<PAGE>

We May Not Be Able to Develop  Oil and Gas  Reserves on an  Economically  Viable
Basis.

To the extent that we succeed in discovering oil and/or natural gas reserves, we
cannot  assure  that these  reserves  will be capable  of  production  levels we
project or in sufficient  quantities to be commercially  viable.  On a long-term
basis,  Gran  Tierra's  viability  depends on our  ability  to find or  acquire,
develop and commercially  produce  additional oil and gas reserves.  Without the
addition of reserves through exploration, acquisition or development activities,
our reserves and production will decline over time as reserves are produced. Our
future  reserves  will depend not only on our  ability to develop  then-existing
properties,  but also on our ability to identify and acquire additional suitable
producing  properties or prospects,  to find markets for the oil and natural gas
we develop and to effectively distribute our production into our markets.

Future oil and gas exploration may involve  unprofitable  efforts, not only from
dry wells, but from wells that are productive but do not produce  sufficient net
revenues  to  return  a  profit  after  drilling,  operating  and  other  costs.
Completion  of a well does not assure a profit on the  investment or recovery of
drilling,  completion  and operating  costs.  In addition,  drilling  hazards or
environmental damage could greatly increase the cost of operations,  and various
field operating  conditions may adversely  affect the production from successful
wells.  These conditions include delays in obtaining  governmental  approvals or
consents,   shut-downs  of  connected   wells  resulting  from  extreme  weather
conditions,  problems in storage and  distribution  and adverse  geological  and
mechanical  conditions.  While we will  endeavor  to  effectively  manage  these
conditions,  we cannot be assured of doing so optimally, and we will not be able
to eliminate them completely in any case. Therefore,  these conditions will have
some adverse  effect on our revenue and cash flow levels to varying  degrees and
result in the  impairment  of our oil and  natural gas  interests,  which may be
material.

Estimates of Oil and Natural Gas Reserves that We Make May Be Inaccurate.

We will make estimates of oil and natural gas reserves,  upon which we will base
our financial  projections.  We will make these reserve  estimates using various
assumptions,  including  assumptions as to oil and natural gas prices,  drilling
and operating expenses,  capital expenditures,  taxes and availability of funds.
Some of these  assumptions  are inherently  subjective,  and the accuracy of our
reserve  estimates  relies  in  part  on the  ability  of our  management  team,
engineers and other  advisors to make  accurate  assumptions.  Economic  factors
beyond our control,  such as interest rates and exchange rates, will also impact
the value of our  reserves.  The process of  estimating  oil and gas reserves is
complex, and will require us to use significant decisions and assumptions in the
evaluation of available geological,  geophysical,  engineering and economic data
for each  property.  As a  result,  our  reserve  estimates  will be  inherently
imprecise.  Actual  future  production,  oil and natural  gas prices,  revenues,
taxes,   development   expenditures,   operating   expenses  and  quantities  of
recoverable oil and gas reserves may vary  substantially from those we estimate.
If actual production results vary substantially from our reserve estimates, this
could have a materially  adverse  affect on our operating  results and financial
condition and result in the impairment of our oil and natural gas interests.

Drilling New Wells Could Result in New Liabilities.

There are risks  associated  with the  drilling  of oil and  natural  gas wells,
including encountering unexpected formations or pressures, premature declines of
reservoirs,  blow-outs, craterings, sour gas releases, fires and spills. Reduced
revenues or losses  resulting  from the  occurrence  of any of these risks could
have a materially  adverse  effect on us and our future  results of  operations.
Gran Tierra may become  subject to liability for  pollution,  blow-outs or other
hazards. We will obtain insurance with respect to these hazards,  however,  such
insurance has  limitations  on liability that may not be sufficient to cover the
full extent of such  liabilities.  The payment of such liabilities  could reduce
the funds  available  to Gran  Tierra or could in an extreme  case,  result in a
total loss of its  properties  and assets.  Moreover,  there can be no assurance
that Gran Tierra will be able to maintain  adequate  insurance  in the future at
rates that are considered reasonable.  Oil and natural gas production operations
are also subject to all the risks  typically  associated  with such  operations,
including  premature  decline  of  reservoirs  and the  invasion  of water  into
producing formations.


                                       11
<PAGE>

Decommissioning Costs Are Unknown and May be Substantial.

Gran Tierra may become  responsible  for costs  associated  with  abandoning and
reclaiming  wells,  facilities and pipelines  which we use for production of oil
and gas reserves.  Abandonment and reclamation of these facilities and the costs
associated therewith is often referred to as  "decommissioning." We have not yet
determined whether we will establish a reserve account for these potential costs
in respect of any of our current properties or facilities, or if we will satisfy
such costs of decommissioning from the proceeds of production in accordance with
the practice generally employed in onshore and offshore oilfield operations.  If
decommissioning  is required prior to economic depletion of our properties or if
our estimates of the costs of  decommissioning  exceed the value of the reserves
remaining at any particular  time to cover such  decommissioning  costs,  we may
have to draw on funds from other sources to satisfy such costs. The use of other
funds to satisfy  such  decommissioning  costs could have a  materially  adverse
effect on our financial position and future results of operations.

If We Are  Unable  to  Obtain  Necessary  Facilities,  Our  Operations  Will  Be
Hampered.

Oil and natural gas exploration and development  activities are dependent on the
availability  of  drilling  and  related  equipment,  transportation,  power and
technical  support  in the  particular  areas  where  these  activities  will be
conducted, and our access to these facilities may be limited. To the extent that
we  conduct  our  activities  in  remote  areas,  needed  facilities  may not be
proximate to our operations,  which will increase our expenses.  Demand for such
limited  equipment and other  facilities or access  restrictions  may affect the
availability  of such equipment to us and may delay  exploration and development
activities.  The quality and  reliability  of necessary  facilities  may also be
unpredictable  and we  may be  required  to  make  efforts  to  standardize  our
facilities,  which may entail  unanticipated costs and delays.  Shortages and/or
the  unavailability  of necessary  equipment or other facilities will impair our
activities,  either  by  delaying  our  activities,   increasing  our  costs  or
otherwise. We May Have Difficulty Distributing Our Production.

In order to sell the oil and natural  gas that we are able to  produce,  we will
have to make  arrangements for storage and  distribution to the market.  We will
rely on local  infrastructure and the availability of transportation for storage
and shipment of our products,  but  infrastructure  development  and storage and
transportation  facilities  may be  insufficient  for our needs at  commercially
acceptable  terms  in  the  localities  in  which  we  operate.   This  will  be
particularly  problematic  to the extent that our  operations  are  conducted in
remote areas that are  difficult to access,  such as areas that are distant from
shipping  and/or  pipeline  facilities.  These factors may affect our ability to
explore  and  develop  properties  and to store  and  transport  our oil and gas
production and may increase our expenses.

Furthermore, there can be no assurance that future instability in one or more of
the countries in which we will operate, weather conditions or natural disasters,
actions by companies  doing business  there,  labor disputes or actions taken by
the  international  community  will not have a  material  adverse  effect on the
distribution  of oil and/or natural gas and in turn on our financial  conditions
or operations.

Prices  and  Markets  for Oil and  Natural  Gas Are  Unpredictable  and  Tend to
Fluctuate Significantly.

Oil and natural gas are commodities  whose prices are determined  based on world
demand,  supply and other  factors,  all of which are beyond our control.  World
prices for oil and natural gas have fluctuated widely in recent years. We expect
that  prices  will  fluctuate  in the  future.  Price  fluctuations  will have a
significant  impact upon our  revenue,  the return from our  reserves and on our
financial  condition  generally.  Price  fluctuations  for oil and  natural  gas
commodities may also impact the investment  market for companies  engaged in the
oil and gas industry. Although during 2005 market prices for oil and natural gas
have risen to near-record  levels,  there is no assurance that these prices will
remain at current levels.  Future decreases in the prices of oil and natural gas
may have a material adverse effect on our financial condition and future results
of operations.


                                       12
<PAGE>

Increases  in Our  Operating  Expenses  will  Impact Our  Operating  Results and
Financial Condition.

Exploration,  development,  production, marketing (including distribution costs)
and regulatory  compliance costs (including taxes) will substantially impact the
net  revenues we derive  from the oil and gas that we  produce.  These costs are
subject to  fluctuations  and  variation in  different  locales in which we will
operate,  and we may not be able to  predict or control  these  costs.  If these
costs  exceed our  expectations,  this may  adversely  affect our  results  from
operations. In addition, we may not be able to earn net revenue at our predicted
levels, which may impact our ability to satisfy our obligations or may otherwise
adversely affect our financial condition.

Penalties We May Incur Could Impair Our Business.

Failure to comply  with  government  regulations  could  subject us to civil and
criminal penalties,  could require us to forfeit property rights, and may affect
the value of our assets.  We may also be required  to take  corrective  actions,
such as installing additional equipment increasing or taking other actions, each
of which could require us to make  substantial  capital  expenditures.  We could
also be required to indemnify our  employees in connection  with any expenses or
liabilities  that they may incur  individually  in  connection  with  regulatory
action  against them. As a result,  there could be a material  adverse effect on
our prospects, business, financial condition and our results of operation.

Environmental Risks May Adversely Affect Our Business.

All phases of the oil and natural gas business present  environmental  risks and
hazards and are  subject to  environmental  regulation  pursuant to a variety of
international  conventions  and  federal,  provincial  and  municipal  laws  and
regulations.   Environmental  legislation  provides  for,  among  other  things,
restrictions  and  prohibitions  on spills,  releases  or  emissions  of various
substances produced in association with oil and gas operations.  The legislation
also requires that wells and facility sites be operated,  maintained,  abandoned
and  reclaimed  to  the  satisfaction  of  applicable  regulatory   authorities.
Compliance with such  legislation  can require  significant  expenditures  and a
breach may result in the imposition of fines and penalties, some of which may be
material. Environmental legislation is evolving in a manner we expect may result
in  stricter   standards  and  enforcement,   larger  fines  and  liability  and
potentially increased capital expenditures and operating costs. The discharge of
oil,  natural gas or other  pollutants into the air, soil or water may give rise
to  liabilities to foreign  governments  and third parties and may require us to
incur  costs  to  remedy  such  discharge.  We can  give no  assurance  that the
application of  environmental  laws to our business will not cause us to curtail
our production or a materially increase the costs of our production, development
or exploration activities or otherwise adversely affect our financial condition,
results of operations or prospects.

Our Insurance May Be Inadequate to Cover Liabilities We May Incur.

Our  involvement in the  exploration  for and development of oil and natural gas
properties  may result in our  becoming  subject  to  liability  for  pollution,
blow-outs,  property damage, personal injury or other hazards.  Although we will
obtain  insurance in accordance  with industry  standards to address such risks,
such insurance has  limitations on liability that may not be sufficient to cover
the full extent of such  liabilities.  In  addition,  such risks may not, in all
circumstances  be insurable or, in certain  circumstances,  we may choose not to
obtain insurance to deal with specific risks due to the high premiums associated
with  such  insurance  or for  other  reasons.  The  payment  of such  uninsured
liabilities  would reduce the funds  available to us. If we suffer a significant
event or occurrence that is not fully insured against, or if the insurer of such
event is not solvent, this could have a material adverse effect on Gran Tierra's
results of operations or financial condition.

Our Business is Subject to Local Legal, Political and Economic Factors which are
Beyond Our Control.

We  initially  expect to operate  our  business  in  Argentina  and other  South
American  countries,  and to expand  into North  Africa and the Middle  East and
Southeast  Asia.  We  believe  that  Argentina's  legal  system is  sufficiently
developed, its political environment is sufficiently supportive and its economic
condition  is  sufficiently  stable  to  enable  us to plan  and  implement  our
operations,  and we expect that these  conditions in other countries in which we
plan to conduct business will be hospitable to us.


                                       13
<PAGE>

However, there are risks that conditions will change in an adverse manner. These
risks  include,  but  are  not  limited  to,  terrorism,   military  repression,
interference  with  private  contract  rights (such as  privatization),  extreme
fluctuations  in currency  exchange  rates,  high rates of  inflation,  exchange
controls and other laws or policies  affecting  environmental  issues (including
land use and water use),  workplace safety,  foreign investment,  foreign trade,
investment or taxation,  as well as restrictions  imposed on the oil and natural
gas industry,  such as  restrictions  on  production,  price controls and export
controls. Any changes in oil and gas or investment regulations and policies or a
shift in political  attitudes in Argentina or other countries in which we intend
to operate are beyond our  control and may  adversely  affect our  business  and
future financial results.

For instance,  changes in laws in the jurisdiction in which we operate or expand
into with the effect of favoring local  enterprises,  changes in political views
regarding the exploitation of natural resources and economic  pressures may make
it more  difficult  for us to negotiate  agreements on favorable  terms,  obtain
required  licenses,  comply with  regulations  or  effectively  adapt to adverse
economic changes,  such as increased taxes, higher costs,  inflationary pressure
and currency fluctuations.  These factors, individually or in the aggregate, may
materially adversely affect our operations and financial condition.

Local Legal and Regulatory  Systems in Which We Operate May Create Uncertainty
Regarding Our Rights and Operating Activities.

As a result of the Share  Exchange,  we are a US  company  that is subject to US
laws and  regulations.  The  jurisdictions  in which we  intend to  operate  our
exploration,  development  and production  activities may have different or less
developed legal systems than the US, which may result in risks such as:

      o     effective legal redress in the courts of such jurisdictions, whether
            in respect  of a breach of law or  regulation,  or, in an  ownership
            dispute, being more difficult to obtain;

      o     a  higher  degree  of   discretion  on  the  part  of   governmental
            authorities;

      o     the lack of judicial  or  administrative  guidance  on  interpreting
            applicable rules and regulations;

      o     inconsistencies  or  conflicts  between  and  within  various  laws,
            regulations, decrees, orders and resolutions; and

      o     relative inexperience of the judiciary and courts in such matters.

In certain  jurisdictions  the commitment of local business  people,  government
officials  and agencies and the judicial  system to abide by legal  requirements
and negotiated  agreements may be more uncertain,  creating  particular concerns
with  respect to licenses  and  agreements  for  business.  These  licenses  and
agreements may be susceptible to revision or cancellation  and legal redress may
be uncertain or delayed. We can make no assurance that property right transfers,
joint  ventures,  licenses,  license  applications  or other legal  arrangements
pursuant to which we operate  will not be  adversely  affected by the actions of
government  authorities and the  effectiveness  of and enforcement of our rights
under such arrangements in these jurisdictions cannot be assured.

Our Business Will Suffer if We Cannot Obtain or Maintain Necessary Licenses.

Our  operations  will require  licenses,  permits and in some cases  renewals of
licenses and permits from various governmental  authorities.  We believe that we
will be able to  obtain  all  necessary  licenses  and  permits  to carry on the
activities which we contemplate under the three Argentina properties and that we
will be able to obtain licenses and permits  necessary for our future properties
and operations.  However, our ability to obtain,  sustain or renew such licenses
and permits on acceptable terms is subject to change in regulations and policies
and to the discretion of the applicable  governments,  among other factors.  Our
inability  to  obtain,  or our loss of or  denial of  extension  to any of these
licenses or permits may have a materially  adverse  impact on our operations and
financial condition.

Challenges to Our Properties May Impact Our Financial Condition.

Title to oil and  natural  gas  interests  is often not  capable  of  conclusive
determination without incurring  substantial expense.  While Gran Tierra intends
to make appropriate inquiries into the title of properties and other development
rights we acquire,  no absolute  assurances can be given that title defects will
not exist. In addition,  we may be unable to obtain adequate insurance for title
defects,  on a  commercially  reasonable  basis or at all.  If title  defects do
exist, it is possible that we may lose all or a portion of our right,  title and
interest in and to the properties to which the title defects relate.


                                       14
<PAGE>

Furthermore,  no assurance  can be given that  applicable  governments  will not
revoke or  unfavorably  alter the  conditions  of  exploration  and  development
authorizations  that we procure,  or that third  parties will not  challenge any
exploration and  development  authorizations  we procure.  There is no certainty
that such rights or additional rights we apply for will be granted or renewed on
terms satisfactory to us.

If our property  rights are  reduced,  whether by  governmental  action or third
party  challenges,  our  ability to conduct  our  exploration,  development  and
production  may be impaired,  which could have a material  adverse affect on our
financial condition.

Foreign Currency Exchange Rate Fluctuations May Affect Our Financial Results.

We expect to sell our oil and natural gas production  under agreements that will
be denominated in US dollars and foreign currencies. Many of the operational and
other  expenses we incur will be paid in the local currency of the country where
we perform our  operations.  As a result,  fluctuations in the US dollar against
the  local  currencies  in  jurisdictions  where  we  operate  could  result  in
unanticipated and material fluctuations in our financial results.

We Will Rely on  Technology  to Conduct Our  Business and Our  Technology  Could
Become Ineffective Or Obsolete.

We rely on technology,  including geographic and seismic analysis techniques and
economic models,  to develop our reserve  estimates and to guide our exploration
and  development and production  activities.  We will be required to continually
enhance  and  update  our  technology  to  maintain  its  efficacy  and to avoid
obsolescence.  The costs of doing so may be substantial,  and may be higher than
the costs that we anticipate for technology  maintenance and development.  If we
are unable to maintain the efficacy of our technology, our ability to manage our
business  and to  compete  may be  impaired.  Further,  even  if we are  able to
maintain technical  effectiveness,  our technology may not be the most efficient
means of reaching our  objectives,  in which case we may incur higher  operating
costs than we would were our technology more efficient.  The impact of technical
shortcomings  could have a material  adverse effect on our prospects,  business,
financial condition and results of operations.

RISKS RELATED TO OUR COMMON STOCK

There Has Been No Established Trading Market for the Common Stock.

There has been no established  trading market for the Common Stock.  The lack of
an active  market may impair  your  ability to sell your  shares at the time you
wish to sell them or at a price  that you  consider  reasonable.  The lack of an
active market may also reduce the fair market value of your shares.  An inactive
market may also impair the Company's  ability to raise capital by selling shares
of capital stock and may impair the Company's ability to acquire other companies
or technologies by using Common Stock as consideration.

You May Have  Difficulty  Trading  and  Obtaining  Quotations  for Our  Common
Stock.

The Common Stock is currently quoted on NASD's  Over-the-Counter  Bulletin Board
under the symbol "GDSK.OB." The Common Stock is not actively traded, and the bid
and asked prices for our Common Stock have fluctuated  widely.  As a result,  an
investor may find it difficult to dispose of, or to obtain  accurate  quotations
of the price of, our  securities.  This  severely  limits the  liquidity  of the
Common  Stock,  and would  likely have a material  adverse  effect on the market
price of the Common Stock and on our ability to raise additional capital.

The Market Price of Our Common Stock Is, and Is Likely to Continue to Be, Highly
Volatile and Subject to Wide Fluctuations.

The market price of the Common  Stock is likely to be highly  volatile and could
be subject to wide  fluctuations  in  response  to a number of factors  that are
beyond our control, including:


                                       15
<PAGE>

      o     dilution caused by our issuance of additional shares of Common Stock
            and  other  forms of equity  securities,  which we expect to make in
            connection with future capital financings to fund our operations and
            growth,  to attract and retain valuable  personnel and in connection
            with future strategic partnerships with other companies;

      o     announcements  of new  acquisitions,  reserve  discoveries  or other
            business initiatives by our competitors;

      o     fluctuations in revenue from our oil and natural gas business as new
            reserves come to market;

      o     changes in the market for oil and natural gas commodities  and/or in
            the capital markets generally;

      o     changes in the demand for oil and  natural  gas,  including  changes
            resulting from the  introduction or expansion of alternative  fuels;
            and

      o     changes in the social, political and/or legal climate in the regions
            in which we will operate.

In  addition,  the  market  price of our Common  Stock  could be subject to wide
fluctuations in response to:

      o     quarterly variations in our revenues and operating expenses;

      o     changes in the valuation of similarly  situated  companies,  both in
            our industry and in other industries;

      o     changes  in  analysts'   estimates   affecting   our  company,   our
            competitors and/or our industry;

      o     changes in the accounting methods used in or otherwise affecting our
            industry;

      o     additions and departures of key personnel;

      o     announcements of technological innovations or new products available
            to the oil and natural gas industry;

      o     announcements by relevant  governments  pertaining to incentives for
            alternative energy development programs;

      o     fluctuations in interest rates,  exchange rates and the availability
            of capital in the capital markets; and

      o     significant  sales  of our  Common  Stock,  including  sales  by the
            investors  following  registration  of the  shares of  Common  Stock
            issued in this Offering and/or future  investors in future offerings
            we expect to make to raise additional capital.

These and other factors are largely beyond our control,  and the impact of these
risks, singly or in the aggregate, may result in material adverse changes to the
market price of our Common Stock and/or our results of operation  and  financial
condition.

Our Operating Results May Fluctuate  Significantly,  and These  Fluctuations May
Cause Our Stock Price to Decline.

Our operating  results will likely vary in the future primarily as the result of
fluctuations  in our revenues and  operating  expenses,  including the coming to
market of oil and natural  gas  reserves  that we are able to develop,  expenses
that we incur, the prices of oil and natural gas in the commodities  markets and
other  factors.  If our results of  operations do not meet the  expectations  of
current or potential investors, the price of our Common Stock may decline.


                                       16
<PAGE>

We Do Not Expect to Pay Dividends In the Foreseeable Future.

We do not  intend  to  declare  dividends  for  the  foreseeable  future,  as we
anticipate  that we will  reinvest any future  earnings in the  development  and
growth of our business.  Therefore,  investors will not receive any funds unless
they sell  their  Common  Stock,  and  stockholders  may be unable to sell their
shares on favorable terms or at all.  Investors  cannot be assured of a positive
return  on  investment  or that they  will not lose the  entire  amount of their
investment in the Common Stock.

Applicable  SEC Rules  Governing the Trading of "Penny Stocks" Limit the Trading
and  Liquidity of the Common  Stock,  Which May Affect the Trading  Price of the
Common Stock.

Shares of Common Stock may be  considered a "penny  stock" and be subject to SEC
rules and  regulations  which impose  limitations  upon the manner in which such
shares may be publicly traded and regulate broker-dealer practices in connection
with   transactions  in  "penny  stocks."  Penny  stocks  generally  are  equity
securities with a price of less than $5.00 (other than securities  registered on
certain national securities  exchanges or quoted on the NASDAQ system,  provided
that current price and volume  information  with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a  broker-dealer,  prior to a transaction in a penny stock not otherwise  exempt
from the rules, to deliver a standardized risk disclosure document that provides
information  about  penny  stocks and the risks in the penny stock  market.  The
broker-dealer  must  also  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson  in the  transaction,  and monthly  account  statements  showing the
market value of each penny stock held in the  customer's  account.  In addition,
the penny stock rules  generally  require that prior to a transaction in a penny
stock, the  broker-dealer  make a special written  determination  that the penny
stock is a suitable  investment  for the purchaser  and receive the  purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading  activity in the secondary  market for a
stock that  becomes  subject to the penny  stock rules  which may  increase  the
difficulty investors may experience in attempting to liquidate such securities.

Employees

As of November 10, 2005 we have 7 full-time employees.  None of our employees is
represented by a labor union, and we consider our employee relations to be good.

PLAN OF OPERATIONS

As the result of the change in the business and  operations  of the Company from
mineral  exploration and  development  prior to the Share Purchase and Split-off
(referred  to  collectively  as the  "Transactions")  to  oil  and  natural  gas
exploration  following  the  Transactions,  a discussion  of our past  financial
results is not  pertinent to the business plan of the Company on a going forward
basis.

The following  describes  our current  business  plan,  including our ability to
satisfy our cash requirements and needs/plans to raise additional funds over the
next  year;  a summary  of  planned  acquisition,  exploration  and  development
initiatives and expected expenditures.

After giving effect to the Transactions,  Gran Tierra's cash balance is expected
to be  approximately  $1.4  million,  representing  net proceeds  received  from
Goldstrike  as the  result  of its  completion  of a  private  placement  of its
securities.  This  balance is net of monies  advanced to Gran  Tierra  Energy to
finance the Argentine  Acquisition and to provide  additional working capital to
Gran Tierra Energy, and net of costs associated with the Transactions.

Capital expenditures for the Palmar Largo joint venture have been unusually high
in 2005 due principally to the drilling of two wells,  contributing to a capital
budget of  approximately  $20.8  million  for the year ($2.9  million  for a 14%
share).  Over the year,  these  expenditures  are  covered by cash flow from the
property.  However,  as both wells are being drilled later in the year,  much of
the expenditure is being borne by Gran Tierra, which has had access to cash flow
only since  September 1, 2005.  Gran Tierra's share of capital  expenditures  to
December  31,  2005 is expected to be  approximately  $2.2  million and is being
funded  partly  from cash flow and partly from  available  cash.  Following  the
completion of the second well expected in December 2005, cash flow surpluses are
expected to return.  Plans for the Palmar Largo joint venture for 2006 include a
modest expenditure budget, with no additional drilling.  The preliminary capital
budget for 2006 is $1.2 million to Gran Tierra.


                                       17
<PAGE>

Gran  Tierra's  plan for  growth is linked to its  financial  capabilities.  Our
integrated strategy can be described as follows:

o     Gran Tierra Energy  completed an initial equity financing to acquire funds
      for  general  and   administrative   expenses   incurred  as  it  assessed
      opportunities and identified an appropriate first acquisition.  Goldstrike
      completed a private placement offering, the proceeds of which were used to
      fund the Argentine  Acquisition and provide  additional  working  capital.
      Operating cash flow generated by the Argentina  properties will allow Gran
      Tierra to expand its activities  and  capabilities,  by hiring  additional
      staff.

o     We plan on continuing  to assess  opportunities  and identify  appropriate
      acquisitions.  Current acquisition targets include "tuck-in" opportunities
      in Argentina as well as  acquisitions  which will provide the Company with
      new country entries.

o     Identification and successful completion of such acquisitions will provide
      additional cash flow which will allow Gran Tierra to expand its activities
      and capabilities,  assume a role as an operator,  and advance  exploration
      and development opportunities.

We  expect  an   increase  in  general  and   administrative   expenditures   to
approximately $200,000 per month, equivalent to our current operating cash flow.
We have expanded our staff in Calgary from three to six employees with additions
in the areas of geoscience, accounting and administration, and are targeting one
or two  additional  hires.  We are  establishing  an  office  in  Buenos  Aires,
Argentina  and our Vice  President of Latin America is  re-locating  from Quito,
Ecuador.  Our staff  complement in Buenos Aires is expected to increase to three
before  year-end,  with an  operational  focus.  We are targeting two additional
hires in Buenos Aires early in 2006.

We expect our net cash  position to  stabilize in January  2006  (following  the
drilling of the Palmar  Largo  well).  A portion of Gran  Tierra's  current cash
balance will cover the projected cash deficit to that time.

Following is a summary of the short and longer term  components  of our business
plan:

Short-Term Plan

      o     Acquire  additional  opportunities  to increase  production and cash
            flow,  provide  exploration  and  development  upside  and  create a
            regional   presence  with  an  initial  focus  on  opportunities  in
            Argentina and Colombia.

      o     Establish  production bases,  tuck-in exploration and/or development
            opportunities and add more speculative exploration targets.

      o     Target acquisitions that provide growth,  production and exploration
            opportunities and qualified local personnel.

Long-Term Plan

      o     Expand  acquisitions of additional  opportunities  to other areas of
            South American and,  eventually,  other regions including  Northeast
            Africa, the Middle East and Southeast Asia.

      o     Create  independent  business units for each country  implementing a
            business model similar to that implemented for Gran Tierra.

      o     Evolve from  creating  value by  acquisition  to  creating  value by
            exploration and drilling.

Business Principles

      o     Engage   qualified,    experienced,    intelligent   and   motivated
            professionals


                                       18
<PAGE>

      The  management  team of Gran  Tierra  has  over  100  years  of  hands-on
      international   experience  and  has  developed   extensive  contacts  and
      relationships that it can bring together to build the company.

      Qualified geophysicists,  geologists and engineers are in short supply. We
      believe  that  Gran  Tierra  offers  an  enticing   opportunity  for  such
      professionals  by providing  them with the  opportunity to work with other
      professionals that they know and with whom they have worked effectively in
      the past to build a successful  international  exploration  and production
      company.

o     Position in  countries  that are  welcoming  to foreign  investment,  that
      provide  attractive  fiscal terms and offer  opportunities  that have been
      previously ignored or undervalued

      The pace of oil and gas exploration  and  development in countries  around
      the  world  is  generally  dictated  by  geology,  government  policy  and
      regulation, as well as oil and gas prices. The presence or absence of such
      factors  can limit or  prevent a country  from  realizing  its oil and gas
      resource  potential.  Governments of certain  countries  facing  declining
      production  have  taken  steps to  improve  the  economics  of oil and gas
      exploration and development and attract foreign  investment.  In addition,
      the recent  increases in oil and gas prices have  positively  impacted the
      pace of oil and gas exploration and development in many countries.

      Gran  Tierra  plans  to  target  smaller,  overlooked  and/or  undervalued
      exploration,  development and production  opportunities  via joint venture
      arrangements. The oil industry is about finding and producing oil and gas.
      It is  inherently a risky  business as there is no certainty of oil or gas
      until a well is drilled and there is no  certainty  of reserves  until the
      last barrel is  produced.  For this  reason,  oil  companies  usually work
      together, in a joint venture arrangement,  to spread risk and manage their
      portfolios.

      We plan to initially  target South America,  initially in Argentina  where
      activity has  historically  been dominated by the national oil company and
      Colombia  which has  revamped  its  energy  policies  to appeal to smaller
      foreign companies.

o     Establish an effective local presence

      We believe that  establishing an effective local presence is essential for
      an  international  oil and gas company - that is  familiar  with the local
      operating  environment,  with the local oil and gas  industry,  with local
      companies and  governments - in order to facilitate  business.  We plan to
      achieve a local  presence by staffing with  qualified and respected  local
      management  and  professionals.  Additionally,  our  ability  to  run  our
      international  operations  as a "local"  company  is  expected  to produce
      general business advantages.

o   Assess and close opportunities expeditiously

      A local company structure is also expected to provide the Company with the
      ability  to  quickly  and  efficiently   assess  and  close  oil  and  gas
      opportunities.

o     Create alliances with companies that are active in areas of interest,  and
      consolidate initial land/property positions


                                       19
<PAGE>

      This is a two-pronged  approach to growth.  Gran Tierra's initial offer to
      purchase interests in connection with the Argentine  Acquisition  provided
      us with  introductions  to four  local  company  partners  who  have  been
      negotiating  with the  Company  for other  opportunities  both  inside the
      country and  elsewhere in South  America.  At the same time,  we have been
      pursuing  opportunities  with other companies that our management team has
      affiliations  with and/or where a strategic  fit has been sought.  The oil
      industry,  worldwide,  is characterized by cooperation  between companies;
      Gran Tierra is finding an early niche in Argentina.

o     Build a balanced portfolio of production,  development,  step-out and more
      speculative exploration opportunities

      Gran  Tierra's  growth  strategy is initially  focused on  acquisition  of
      property -  establishing  a base of  production  in a region or country to
      provide immediate cash flow then moving quickly to add tuck-in exploration
      opportunities.  These will include both low and higher risk projects, with
      appropriate  working  interests.  The most  effective  risk  mitigation in
      international  oil and gas is  diversification,  and the highest chance of
      exploration  success  results  from  the  largest  number  of  exploration
      projects. For Gran Tierra, this will translate to smaller working interest
      in many  exploration  prospects  rather than a large  interest in a single
      prospect.

      As Gran Tierra  continues to build its  portfolio and  personnel,  it will
      assume a role as operator for selected joint ventures.

o     Take a pragmatic approach to business

      This is about  focusing on  fundamentals  - geological  risk,  operational
      realties and business  practicalities.  As a smaller company,  Gran Tierra
      must be focused  and must use its  experience  and  expertise  to move the
      Company forward, practically.

o     Mix technical excellence with common sense

      Technical  excellence in the oil and gas business is not  typically  about
      inventing  a new  technology.  Rather,  it is about  applying  an existing
      technology  in a new way or new  location.  It  encompasses  knowing  what
      technology is out there and opening to new possibilities.  Some of this is
      aptitude,  some of this is learning.  As all of the members of the current
      management  team have had  significant  experience in large  international
      companies who tend to be on the vanguard of technology, they can bring the
      knowledge-base of the multi-national into the small company environment.

o     Do business in familiar countries with familiar people and familiar assets

      This is the  practical  benefit of  experience.  Our  business  model is a
      bringing together of peoples'  knowledge and  relationships  into a single
      entity with a single purpose.

      Gran Tierra cannot compete with the  international oil and gas industry on
      an open tender basis.  Assets and opportunities  that are offered globally
      will  receive a premium  price and chance of success for any one bidder is
      low. This is not Gran Tierra's  territory.  Our approach is based on niche
      opportunities for buyer and seller.

PROPERTIES

The Company  leases office space in Calgary,  Alberta and has  temporary  office
space in Quito, Ecuador and in Buenos Aires, Argentina, on month to month terms.

The  following  table  describes the  properties  acquired by Gran Tierra Energy
effective  September  1,  2005.  Metrics  and  values  represent  a June 1, 2005
evaluation date.

Property     Working               Reserves/
             Interest Operator     Production/Cashflow     Purchase Price
--------------------------------------------------------------------------------

Palmar Largo  14%     Pluspetrol   705,000 bbl, 386 b/d,
                                   $217,000/mo             $6,969,659, $9.79/bbl

Nacatimbay    50%     CGC          minor gas/condensate    $50,467
                                   production

Ipaguazu      50%     CGC          non-producing           $12,588
--------------------------------------------------------------------------------

Reserves

Gran  Tierra's  offer for Palmar Largo was based on  projected  value for proved
producing  reserves,  equivalent  to 705 thousand  barrels for Gran Tierra's 14%
working interest at June 1, 2005. These estimates are net before royalties. They
are supported by an independent reserve assessment for the property.


                                       20
<PAGE>

Gran  Tierra did not assign  value to  non-producing  or  undeveloped  producing
reserves or to probable or possible  reserves,  including  reserves  that may be
attributable to two wells planned for the year.

Production

Production  for Palmar Largo  averaged 485 barrels per day in 2003,  434 barrels
per  day in  2004  and  388  barrels  per  day  for  the  first  half  of  2005,
corresponding to a 14% share (net before  royalties).  Average sales prices were
$24.98 per  barrel in 2003,  $29.67 per barrel in 2004 and $29.44 per barrel for
the first six months of 2005. Oil prices in Argentina are regulated according to
a tax on exports of oil,  which  effectively  establishes a ceiling for domestic
prices.  The export tax  escalates  to 45% of value over $45 per barrel for West
Texas  Intermediate  (WTI)  oil;  the tax is  currently  scheduled  to expire in
February 2007. Production from Palmar Largo is transported by pipeline and truck
to a nearby  refinery.  Oil is sold under contract and at a discount to WTI that
ranges between 22% and 41% for WTI between $32 and $65 per barrel.

Operating  costs for Palmar Largo averaged  $7.33 per barrel in 2003,  $8.98 per
barrel  in 2004 and  $11.94  per  barrel  over the  first  half of 2005  (due to
workover activity).

Wells, Acreage, Present Activity

There are  currently 35 (gross)  wells  producing at Palmar  Largo.  One well is
inactive and 9 wells are  abandoned.  Total area covered by the joint venture is
approximately  1,380  square  kilometers  - Gran  Tierra's  interest is 14%. The
Company  also  holds a 50%  interest  in two minor  properties.  The  Nacatimbay
property  encompasses  148 square  kilometers.  One  (gross)  well is  currently
producing.  The  Ipaguazu  concession  covers  175  square  kilometers,  and  is
currently non-producing. All lands are considered developed acreage.

Two (gross)  wells have been drilled in 2005 at Palmar  Largo.  One  exploration
well was abandoned. A second twin of an existing well is currently drilling. One
(gross)  development  well was drilled at Palmar  Largo in 2004;  no other wells
were drilled in the 2003 to 2005 period.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Common Stock as of November 10, 2005 by (i) each person who, to
our  knowledge,  beneficially  owns more than 5% of the shares of Common  Stock;
(ii) each of the directors and executive officers of the Company;  and (iii) all
of our executive officers and directors as a group.

                                                 Number of           Percentage
                                                  Shares              of Common
Name and Address of Beneficial Owner            Beneficially            Stock
                                                  Owned (1)          Outstanding

Dana Coffield (2)                                 1,734,661              4.11%
James Hart                                        1,689,683              4.00
Max Wei                                           1,689,683              4.00
Rafael Orunesu                                    1,689,683              4.00
Jeffrey Scott (3)                                 2,213,857              5.25
Walter Dawson (4)                                 1,847,619              4.38
Verne Johnson (5)                                 1,479,542              3.51

Directors and executive officers as a
group (total of 7 persons)                       12,344,720            27.46%

* Less than 1% of the outstanding Common Stock


                                       21
<PAGE>

(1)   Beneficial  ownership is calculated  based on 42,191,873  shares of Common
      Stock issued and outstanding as of November 10, 2005. Beneficial ownership
      is  determined  in  accordance  with Rule 13d-3 of the SEC.  The number of
      shares  beneficially  owned by a person  includes  shares of Common  Stock
      underlying  options or warrants  held by that  person  that are  currently
      exercisable or exercisable within 60 days of November 10, 2005. The shares
      issuable  pursuant to the exercise of those options or warrants are deemed
      outstanding  for computing the percentage  ownership of the person holding
      those options and warrants but are not deemed outstanding for the purposes
      of computing the percentage ownership of any other person. The persons and
      entities  named in the table have sole  voting and sole  investment  power
      with respect to the shares set forth opposite that person's name,  subject
      to community property laws, where applicable.

(2)   The number of shares beneficially owned includes 14,993 shares issuable on
      exercise of warrants exercisable within 60 days of November 10, 2005.

(3)   The number of shares  beneficially  owned includes 174,981 shares issuable
      on exercise of warrants exercisable within 60 days of November 10, 2005.

(4)   The number of beneficially  owned includes  158,730 shares of Common Stock
      held by Mr. Dawson's spouse.

(5)   The number of shares beneficially owned includes 62,492 shares issuable on
      exercise of warrants exercisable within 60 days of November 10, 2005.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Concurrently with the consummation of the Share Purchase, the officers and
directors of Goldstrike resigned and simultaneously therewith new officers and
new directors of the Board of Directors were designated. The Board consists of 5
members.

Executive Officers

The following provides general information for the persons who hold executive
officer positions with the Company:

Name                    Age     Executive Officer Position Held With Company
----------------------  -----   -----------------------------------------------

Dana Coffield            47     President and Chief Executive Officer

James Hart               51     Vice President Finance and Chief Financial
                                Officer

Max Wei                  56     Vice President of Operations

Rafael Orunesu           50     Vice President - Latin America

Dana Coffield, President & CEO. Prior to joining Gran Tierra Energy, Inc. in May
2005,  Mr.  Coffield  was Vice  President of the Middle East  Business  Unit for
EnCana  Corporation,  North America's  largest  independent oil and gas company,
from April 2002  through  April 2004.  His  responsibilities  included  business
development,  exploration  operations,  commercial  evaluations,  government and
partner relations, planning and budgeting,  environment/health/safety,  security
and management of several  overseas  operating  offices.  From July 1998 through
April  2002,  he  held  various   senior   management   positions  for  EnCana's
predecessor,  Alberta Energy Company, where he managed petroleum exploration and
production operations in five countries. Previous to that time, he was with ARCO
International for ten years, where he participated in exploration and production
operations  in North  Africa,  SE Asia and  Alaska.  He began  his  career  as a
mud-logger  in the Texas Gulf Coast and later as a Research  Assistant  with the
Earth Sciences and Resources Institute where he conducted geoscience research in
North Africa,  the Middle East and Latin America.  Dana has  participated in the
discovery of over 130,000,000 barrels of oil equivalent  reserves.  Mr. Coffield
graduated  from the University of South Carolina with an MSc and PhD in Geology,
based on research  conducted in the Oman Mountains in Arabia and Gulf of Suez in
Egypt  respectively.  In  addition,  Mr.  Coffield  holds  a BSc  in  Geological
Engineering  from the Colorado School of Mines, is a member of the AAPG, the GSA
and the CSPG, and is a Fellow of the Explorers Club.

James Hart, VP Finance & CFO. Prior to joining Gran Tierra  Energy,  Inc. in May
2005, Mr. Hart was an internal consultant with EnCana Corporation, from November
2001 through April 2005,  providing  specialized  business  analyses,  ideas and
advice for international and corporate clients.  Previously,  from December 1994
to October 2001, he was Treasurer of Gulfstream Resources,  an international oil
and gas company  active in Qatar,  Oman and Madagascar  (eventually  acquired by
Anadarko).  Mr. Hart was  responsible  for financing  initiatives and commercial
assessments  and served as a  spokesperson  for the  company.  Mr.  Hart's prior
experience  includes  a varied  tenure at Nexen  (formerly  Canadian  Occidental
Petroleum)  from 1984 to 1994,  as Manager of the company's  worldwide  Treasury
activities and as Senior Advisor responsible for corporate acquisitions.  He was
primarily responsible for completing several international acquisitions totaling
$220,000,000,  and was actively involved in strategy initiatives of the company.
He began his career with the Alberta Petroleum Marketing  Commission,  providing
policy  advice  to the  Provincial  Government.  Mr.  Hart  graduated  from  the
University of Manitoba with a Masters in Natural Resources Management (Economics
specialization) and a BSc in Geology. He is frequent instructor for the Canadian
Petroleum Institute and EuroMaTech Seminars.


                                       22
<PAGE>

Max Wei,  VP  Operations.  Mr.  Wei is a  Petroleum  Engineering  graduate  from
University  of Alberta and has  twenty-five  years of  experience as a reservoir
engineer  and project  manager for oil and gas  exploration  and  production  in
Canada,  the  US,  Qatar,  Bahrain,   Oman,  Kuwait,  Egypt,  Yemen,   Pakistan,
Bangladesh, Russia, Netherlands,  Philippines,  Malaysia, Venezuela and Ecuador,
among other countries.  Max began his career with Shell Canada in 1979 and later
with Imperial Oil, in Heavy Oil  Operations.  He moved to the US in 1986 to work
with Bechtel  Petroleum  Operations  at Naval  Petroleum  Reserves in Elk Hills,
California and joined Occidental  Petroleum in Bakersfield,  California in March
of 1933 as its Senior Reservoir Engineer. Max returned to Canada in June 2000 as
Senior Reservoir Engineer with Marathon Canada and in January of 2001 joined AEC
International and its successor, EnCana Corporation as Team Leader for Qatar and
Bahrain operations where he worked until 2004. He completed a project management
position with Petronas in Malaysia in April,  2005,  before  joining Gran Tierra
Energy in May 2005.

Max is  specialized in reservoir  engineering,  project  management,  production
operations, field acquisition and development, and mentoring. He is a registered
Professional Engineer in the State of California and a member of the Association
of Professional  Engineers,  Geologists and Geophysicists of Alberta.  Max has a
BSc in Petroleum Engineering from the University of Alberta and Certification in
Petroleum Engineering from Southern Alberta Institute of Technology.

Rafael  Orunesu,  VP Latin America.  Raphael  Orunesu brings a mix of operations
management,  project evaluation,  production  geology,  reservoir and production
engineering as well as leadership  skills to Gran Tierra,  with a South American
focus. He was most recently  Engineering  Manager for Pluspetrol  Norte SA, from
1997 through 2004,  responsible for planning and  development  operations in the
Peruvian North jungle. He participated in numerous evaluation and asset purchase
and sale  transactions  covering  Latin America and North Africa,  incorporating
200,000,000  barrels of oil over a five-year period.  Rafael was previously with
Pluspetrol  Argentina from 1990 to 1996 where he managed the  technical/economic
evaluation of several oil fields.  He began his career with YPF,  initially as a
geologist  in the  Austral  Basin  of  Argentina  and  eventually  as  Chief  of
Exploitation Geology and Engineering for the Catriel Field in the Nuequen Basin,
where he was responsible for drilling programs, workovers and secondary recovery
projects.

Rafael has a  postgraduate  degree in  Reservoir  Engineering  and  Exploitation
Geology from  Universidad  Nacional de Buenos Aires and a degree in Geology from
Universidad Nacional de la Plata, Argentina.

Board of Directors

The  following  provides  certain  information  with  respect  to  each  of  our
directors. Except as otherwise indicated, each person has been or was engaged in
his present or last principal occupation, in the same or a similar position, for
more than five years.

                               Positions  Held & Principal  Occupations  During
Name                  Age      the Past 5 Years
--------------------  ------   -------------------------------------------------

Jeffrey Scott         43       Chairman  of the Board.  Since 2001,  Mr.  Scott
                               has served as  President  of Postell  Energy Co.
                               Ltd.,  a  privately  held  junior  oil  and  gas
                               producing  company.  Mr.  Scott is a Director of
                               Saxon  Energy  Services,  Inc.  and High  Plains
                               Energy.

Walter Dawson         65       Director.  Mr. Dawson has been the Chairman, CEO
                               and  Director  of Saxon  Energy  Services,  Inc.
                               since  2001.  Prior  to his  time  at  Saxon  he
                               founded Enserco Energy Services  (formerly Bonus
                               Resource  Services) and was  President,  CEO and
                               Director of Computalog  Gearhart.  Mr. Dawson is
                               the  Chairman of the Board of  Directors of High
                               Plains Energy.


                                       23
<PAGE>

                               Positions  Held & Principal  Occupations  During
Name                  Age      the Past 5 Years
--------------------  ------   -------------------------------------------------

Verne Johnson         61       Director.  Mr.  Johnson is a Director of Harvest
                               Energy  Trust.  He  was  formerly   President  &
                               Director of ELAN  Energy,  President  of Paragon
                               Petroleum.

Dana Coffield         47       Director.  President and Chief Executive Officer
                               of Gran Tierra.

James Hart            51       Director.  Vice  President  of Finance and Chief
                               Financial Officer of Gran Tierra.

Board Committees

The Company  intends that in the near future a majority of its directors will be
independent  directors of which at least one director  will qualify as an "audit
committee financial expert." Additionally, the Board of Directors is expected to
appoint an audit committee,  nominating committee and compensation committee, to
adopt charters relative to each such committee and to formulate and adopt a code
of ethics.

EXECUTIVE COMPENSATION

Gran Tierra Energy was not formed until January 2005 and its business activities
did not begin  until  May 2005.  Accordingly,  no  compensation  was paid to its
executive officers during the fiscal year ended December 31, 2004. The executive
officers of Goldstrike  served without  compensation  for the fiscal period from
Goldstrike's incorporation on June 9, 2003 through December 31, 2003 and for the
fiscal year ended December 31, 2004.

The Company will provide the  executive  officers  with  insurance  benefits and
other  employee  benefits as  determined by  management  from time to time.  The
Company will also make advances  and/or  reimburse  its  executive  officers and
other employees for travel,  meal and other expenses  incurred from time to time
on behalf of the Company, in accordance with the Company's expense policies. The
Company pays its Vice  President of Latin  America  $6,250.00 per month to cover
living expenses incurred by such executive in Quito, Ecuador.

Employment Contracts and Termination of Employment and Change in Control

Gran Tierra has entered into executive employment agreements with all members of
its current management team. The employment agreements entered into between Gran
Tierra and Dana Coffield, James Hart and Max Wei have identical terms except for
the position held by each such person and terms related to  participation on the
Board of Directors  for Mr.  Coffield and Mr. Hart.  The  respective  employment
agreements provide for an initial annual base salary of $150,000 and provide for
unspecified  annual bonuses and options as warranted.  The executive  employment
agreements   became  effective  on  May  1,  2005  and  have  initial  terms  of
three-years,  subject  to  extension  or earlier  termination  and  provide  for
severance  payment to each employee,  in the event they are  terminated  without
cause or the employee terminates the agreement for good reason, in the amount of
two times total  compensation  for the prior  year.  "Good  reason"  includes an
adverse change in the Executive's position, title, duties or responsibilities or
any  failure  to  re-elect  him to such  positions,  titles  or  duties  (except
termination for Cause);  a reduction of the Executive's  Base Salary;  a sale of
substantially  all of the  assets of the  company;  a change in  control  in any
manner whatsoever,  and; any breach by the Company of the Employment  Agreement.
All  agreements  include  standard  indemnity,  insurance,  non-competition  and
confidentiality  provisions.  Initial  contract terms for each of Dana Coffield,
James Hart and Max Wei included rights to purchase 200,000 shares of Gran Tierra
prior to an initial public offering.  These rights have since been removed, with
mutual consent.

The Company has also entered into an employment  agreement  with Rafael  Orunesu
which provides for an initial annual base salary of $150,000, unspecified annual
bonuses and options as  warranted.  The agreement  became  effective on March 1,
2005 and has an initial  term of  two-years  which  terminates  on March 1 2007,
subject  to  extension  or  earlier  termination.  The  agreement  provides  for
severance payments in the event of the employee's  termination  without cause or
for good reason,  in an amount equal to the salary  payable under the employment
agreement during any remaining time in the initial two year term. Initial rights
to purchase  200,000 shares of Gran Tierra prior to an initial  public  offering
have since been removed, with mutual consent.


                                       24
<PAGE>

2005 EQUITY INCENTIVE PLAN

Summary

The Board  reserved a total of  2,000,000  shares of common  stock for  issuance
under the 2005 Equity Incentive Plan (the "Plan"). If an incentive award granted
under the Plan expires,  terminates,  is unexercised or is forfeited,  or if any
shares are surrendered to us in connection with an incentive  award,  the shares
subject to such award and the  surrendered  shares  will  become  available  for
further awards under the Plan.

Shares issued under the Plan through the settlement,  assumption or substitution
of  outstanding  awards or  obligations to grant future awards as a condition of
acquiring  another entity will not reduce the maximum number of shares available
under the Plan.  In  addition,  the number of shares  subject  to the Plan,  any
number of shares  subject to any numerical  limit in the Plan, and the number of
shares  and terms of any  incentive  award may be  adjusted  in the event of any
change in the  outstanding  common  stock of the  Company by reason of any stock
dividend,    spin-off,    split-up,    stock   split,   reverse   stock   split,
recapitalization, reclassification, merger, consolidation, liquidation, business
combination or exchange of shares or similar transaction.

No more than  750,000  shares  of the  authorized  shares  may be  allocated  to
incentive  awards  granted or awarded to any individual  participant  during any
36-month  period.  Any  shares of  restricted  stock,  restricted  stock  units,
performance  grants or stock awards that are  forfeited  will not count  against
this limit.

The maximum cash payment that can be made for all  incentive  awards  granted to
any one  individual  under the 2005 Plan will be  $500,000  times the  number of
12-month periods in any performance cycle for any single or combined performance
goals.  Any amount that is deferred by a participant is subject to this limit in
the year in  which  the  deferral  is made  but not in any  later  year in which
payment is made.

Administration

The  Compensation  Committee of the Board, or a subcommittee of the Compensation
Committee,  will  administer  the Plan.  Subject  to the terms of the Plan,  the
Compensation  Committee will have complete authority and discretion to determine
the terms of incentive awards.

Stock Options

The Plan authorizes the grant of nonqualified stock options.  Nonqualified stock
options are stock options that do not satisfy the requirements of Section 422 of
the Internal  Revenue Code (the "Code").  Options granted under the Plan entitle
the grantee,  upon exercise, to purchase a specified number of shares from us at
a specified exercise price per share. The Compensation  Committee determines the
period of time during which an option may be  exercised,  as well as any vesting
schedule,  except that no option may be  exercised  more than 10 years after the
date of grant.  The  exercise  price for  shares of common  stock  covered by an
option cannot be less than the fair market value of the common stock on the date
of grant unless we agree otherwise at the time of the grant.

Under the Plan, a participant may not surrender an option for the grant of a new
option with a lower exercise price or another incentive award. In addition, if a
participant's  option is cancelled before its termination  date, the participant
may not receive another option within six months of the cancellation date unless
the exercise price of the new option equals or exceeds the exercise price of the
cancelled option.

Restricted Stock Awards

The Plan also  authorizes  the  grant of  restricted  stock  awards on terms and
conditions  established  by  the  Compensation  Committee,   which  may  include
performance conditions. The terms and conditions will include the designation of
a  restriction  period  during  which the  shares are not  transferable  and are
subject to forfeiture.  In general, the minimum restriction period applicable to
any award of restricted  stock that is not subject to the  achievement of one or
more  performance  standards is three years from the date of grant.  The minimum
restriction  period for any award of restricted  stock that is subject to one or
more  performance  standards  is one year  from the date of grant,  except  that
restriction periods of shorter duration may be approved for awards of restricted
stock or restricted  stock units  combined with respect to up to 600,000  shares
reserved for issuance under the Plan.


                                       25
<PAGE>

Restricted Stock Units

Restricted stock units may be granted on the terms and conditions established by
the Compensation Committee,  including conditioning the lapse of restrictions on
the  achievement  of one or more  performance  goals.  In the case of restricted
stock units,  no shares are issued at the time of grant.  Rather,  upon lapse of
restrictions,  a restricted  stock unit entitles a participant to receive shares
of common  stock or a cash amount  equal to the fair market  value of a share of
common stock on the date the restrictions  lapse. The requirements  with respect
to  restriction  periods  for  restricted  stock units are the same as those for
restricted stock awards.

Performance Grants

The Compensation  Committee may make performance  grants to any participant that
are intended to comply with Section 162(m) of the Code. Each  performance  grant
will  contain  performance  goals  for  the  award,  including  the  performance
criteria,   the  target  and  maximum  amounts  payable,  and  other  terms  and
conditions.  Performance  criteria may include  price per share of the Company's
common stock,  return on assets,  expense ratio, book value,  investment return,
return on invested capital ("ROIC"), free cash flow, value added (ROIC less cost
of capital  multiplied by capital),  total  stockholder  return,  economic value
added (net operating  profit after tax less cost of capital),  operating  ratio,
cost reduction (or limits on cost increases),  debt to  capitalization,  debt to
equity, earnings,  earnings before interest and taxes, earnings before interest,
taxes, depreciation and amortization, earnings per share (including or excluding
nonrecurring items),  earnings per share before extraordinary items, income from
operations  (including or excluding  nonrecurring items), income from operations
compared to capital spending,  net income  (including or excluding  nonrecurring
items,   extraordinary  items  and/or  the  accumulative  effect  of  accounting
changes),  net sales,  return on capital employed,  return on equity,  return on
investment, return on sales, and sales volume.

The  Compensation   Committee  will  make  all   determinations   regarding  the
achievement  of  performance  goals.  Actual  payments to a participant  under a
performance  grant will be calculated by applying the achievement of performance
criteria to the performance  goal.  Performance  grants will be payable in cash,
shares of common stock or a combination of cash and shares of common stock.  The
Compensation  Committee may reduce or  eliminate,  but not increase the payments
except as provided in the performance grant.

Stock Awards

The Plan  authorizes the granting of stock awards.  The  Compensation  Committee
will  establish the number of shares of common stock to be awarded and the terms
applicable  to each  award,  including  performance  restrictions.  No more than
600,000 shares of common stock, reduced by restricted stock and restricted stock
unit awards, may be granted under the Plan without performance restrictions.

Stock Appreciation Rights

The Compensation  Committee may grant stock  appreciation  rights ("SARs") under
the Plan.  Subject to the terms of the award,  SARs entitle the  participant  to
receive a distribution in an amount not to exceed the number of shares of common
stock subject to the portion of the SAR exercised  multiplied by the  difference
between the market  price of a share of common  stock on the date of exercise of
the SAR and the market  price of a share of common stock on the date of grant of
the SAR. Such  distributions are payable in cash or shares of common stock, or a
combination thereof, as determined by the Compensation Committee.

Change in Control

The Compensation  Committee may make provisions in incentive awards with respect
to a change  in  control,  including  acceleration  of  vesting  or  removal  of
restrictions or performance conditions.


                                       26
<PAGE>

Duration, Amendment and Termination

The Board may suspend or  terminate  the Plan  without  stockholder  approval or
ratification  at any time or from time to time.  Unless sooner  terminated,  the
Plan will  terminate on [November 10,  2015].  The Board may also amend the 2005
Plan at any time.  No  change  may be made that  increases  the total  number of
shares of common stock  reserved for  issuance  pursuant to incentive  awards or
reduces the minimum  exercise price for options or exchange of options for other
incentive  awards,  unless  such change is  authorized  by our  stockholders.  A
termination or amendment of the Plan  previously  granted will not,  without the
consent of the  participant,  adversely  affect a  participant's  rights under a
previously granted incentive award.

Restrictions on Transfer - Deferral

Except as otherwise permitted by the Compensation  Committee and provided in the
incentive award, incentive awards may not be transferred or exercised by another
person  except  by  will  or by  the  laws  of  descent  and  distribution.  The
Compensation Committee may permit participants to elect to defer the issuance of
common stock or the settlement of awards in cash under the Plan.

Federal Income Tax Information

The following is a general  summary of the current  federal income tax treatment
of incentive  awards,  which would be  authorized  to be granted under the Plan,
based  upon the  current  provisions  of the Code  and  regulations  promulgated
thereunder.  The rules  governing  the tax  treatment  of such  awards are quite
technical,  so the  following  discussion  of tax  consequences  is  necessarily
general in nature and is not complete.  In addition,  statutory  provisions  are
subject to change, as are their interpretations,  and their application may vary
in individual  circumstances.  Finally, this discussion does not address the tax
consequences under applicable state and local law.

Nonqualified Stock Options,  Stock Appreciation Rights,  Restricted Stock Units,
Performance Grants, and Stock Awards: A participant generally is not required to
recognize  income  on  the  grant  of  a  nonqualified  stock  option,  a  stock
appreciation  right,  restricted  stock units, a performance  grant,  or a stock
award.  Instead,  ordinary income  generally is required to be recognized on the
date the nonqualified stock option or stock appreciation right is exercised,  or
in the case of restricted  stock units,  performance  grants,  and stock awards,
upon the issuance of shares  and/or the payment of cash pursuant to the terms of
the incentive  award.  In general,  the amount of ordinary income required to be
recognized is, (a) in the case of a nonqualified  stock option,  an amount equal
to the excess,  if any, of the fair market  value of the shares on the  exercise
date over the exercise price, (b) in the case of a stock appreciation right, the
amount of cash and/or the fair market value of any shares received upon exercise
plus the  amount of taxes  withheld  from such  amounts,  and (c) in the case of
restricted stock units, performance grants, and stock awards, the amount of cash
and/or the fair market value of any shares received in respect thereof, plus the
amount of taxes withheld from such amounts.

Restricted Stock: Unless a participant who receives an award of restricted stock
makes an  election  under  Section  83(b) of the Code as  described  below,  the
participant  generally is not required to recognize ordinary income on the award
of  restricted  stock.  Instead,  on the  date the  shares  vest  (i.e.,  become
transferable  and no longer  subject to  forfeiture),  the  participant  will be
required to recognize  ordinary income in an amount equal to the excess, if any,
of the fair  market  value of the shares on such date over the  amount,  if any,
paid for such  shares.  If a  participant  makes a  Section  83(b)  election  to
recognize  ordinary  income on the date the  shares are  awarded,  the amount of
ordinary income  required to be recognized is an amount equal to the excess,  if
any,  of the fair  market  value  of the  shares  on the date of award  over the
amount,  if any, paid for such shares. In such case, the participant will not be
required to recognize additional ordinary income when the shares vest.

Gain or Loss on Sale or  Exchange of Shares:  In general,  gain or loss from the
sale or  exchange  of  shares  granted  or  awarded  under the 2005 Plan will be
treated as capital  gain or loss,  provided  that the shares are held as capital
assets at the time of the sale or exchange.

Deductibility  by  Company:  In  general,  in the case of a  nonqualified  stock
option, a stock appreciation  right,  restricted stock,  restricted stock units,
performance grants, and stock awards, the Company will be allowed a deduction in
an amount equal to the amount of ordinary  income  recognized by a  participant,
provided that certain income tax reporting requirements are satisfied.


                                       27
<PAGE>

Parachute Payments: Where payments to certain employees that are contingent on a
change in control exceed limits specified in the Code, the employee generally is
liable for a 20  percent  excise tax on,  and the  corporation  or other  entity
making the payment  generally is not entitled to any deduction  for, a specified
portion of such payments. The Compensation Committee may make awards as to which
the vesting  thereof is accelerated by a change in control of the Company.  Such
accelerated  vesting would be relevant in determining whether the excise tax and
deduction  disallowance rules would be triggered with respect to certain Company
employees.

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During  the last  two  years,  there  have  been no  transactions,  or  proposed
transactions,  to  which  the  Company  was or is a party,  in which  any of the
directors  or executive  officers of the Company,  any nominee for election as a
director  for the  Company,  any persons  who  beneficially  owned,  directly or
indirectly, shares with more than 5% of the Common Stock or any relatives of any
of the foregoing had or is to have a direct or indirect material interest.

                          DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

As of November 10, 2005, the Company was authorized to issue  75,000,000  shares
of common  stock,  par value  $0.001 per share (the "Common  Stock"),  5 million
shares of preferred stock, par value $.001 per share (the "Preferred Stock") and
1 share of preferred stock designated as a special voting share, par value $.001
per share ("Special Voting Share").

Capital Stock Issued and Outstanding

As of November 10, 2005,  assuming all Gran Tierra Stockholders elect to receive
shares of Common Stock,  there were issued and outstanding  42,191,873 shares of
Common Stock, 0 shares of Preferred Stock and 0 Special Voting Share.

The  following  description  of  our  capital  stock  is  derived  from  various
provisions of Gran  Tierra's  Articles of  Incorporation  and By-laws as well as
provisions of applicable  law. Such  description  is not intended to be complete
and is qualified in its entirely by reference to the relevant provisions of Gran
Tierra's Articles of Incorporation, as amended, and By-laws.

Description of Common Stock

Holders  of the  Common  Stock are  entitled  to one vote for each  share on all
matters  submitted to a  stockholder  vote.  Holders of Common Stock do not have
cumulative  voting  rights.  Therefore,  holders of a majority  of the shares of
Common  Stock  voting  for  the  election  of  directors  can  elect  all of the
directors.  Holders of the Common  Stock  representing  a majority of the voting
power of the capital stock issued, outstanding and entitled to vote, represented
in person or by proxy,  are  necessary to  constitute a quorum at any meeting of
stockholders.  A vote by the holders of a majority of the outstanding  shares of
Common Stock is required to effectuate  certain  fundamental  corporate  changes
such as liquidation, merger or an amendment to the articles of incorporation.

Holders of Common Stock are entitled to share in all dividends that the board of
directors,  in its  discretion,  declares from legally  available  funds. In the
event of a  liquidation,  dissolution  or winding  up,  each  outstanding  share
entitles  its holder to  participate  pro rata in all assets that  remain  after
payment of  liabilities  and after  providing  for each class of stock,  if any,
having  preference  over the Common  Stock.  Holders of the Common Stock have no
pre-emptive rights, no conversion rights and there are no redemption  provisions
applicable to the Common Stock.


                                       28
<PAGE>

Description of Preferred Stock

The Company is authorized to issue 5,000,000  shares of "blank check"  preferred
stock, par value $.001 per share, none of which as of the date hereof designated
or  outstanding.  The Board of Directors will be vested with authority to divide
the shares of preferred  stock into series and to fix and determine the relative
rights and preferences of the shares of any such series.  Once  authorized,  the
dividend or interest rates, conversion rates, voting rights,  redemption prices,
maturity dates and similar characteristics of preferred stock will be determined
by the Board of Directors,  without the  necessity of obtaining  approval of the
stockholders.

Description of Special Voting Share

The Special  Voting Share was  designated  to allow the holders of  Exchangeable
Shares to vote at general  meetings  of the  Company.  The holder of the Special
Voting Share is not entitled to receive  dividends or distributions  but has the
right to vote on each matter on which  holders of the Common  Stock are entitled
to vote and to cast that  number of votes  equal to the  number of  Exchangeable
Shares outstanding that are not owned by the Company or its affiliates.

Description of Warrants

As of November 10, 2005,  warrants  representing the right to purchase 6,470,933
shares of Common Stock are issued and outstanding.  The outstanding warrants are
excercisable  for 5 years at an exercise price of $.625 per one-half of a share.
The shares of Common Stock  underlying the  outstanding  warrants are subject to
registration  under the  Securities  Act by the  Company  within 120 days of the
closing of the Share Exchange.

Description of Options

As of November 10, 2005,  options  representing the right to purchase  1,600,000
shares of Common Stock are issued and outstanding.  The outstanding options were
granted pursuant to the Plan to certain employees, officers and directors of the
Company  and are  excercisable  for 10 years at an  exercise  price of $0.80 per
share.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

The Common Stock was first  cleared for  quotation on NASD's OTC Bulletin  Board
under the  symbol  "GDSK.OB"  on June 3, 2005 and has not been  actively  traded
since that time.

As of  November  10,  2005,  there were  approximately  143 holders of record of
shares of the Common Stock.

Dividends

Our Articles of  Incorporation  provide for the payment of dividends  out of any
funds available  therefore,  as often, in such amounts,  and at such time as the
Board of Directors  may  determine and shares may be issued pro rata and without
consideration to the Company's  stockholders.  Shares of one class or series may
not be issued as a share  dividend to  stockholders  of another  class or series
unless such issuance is in accordance with our Articles of  Incorporation  and a
majority of the current stockholders of the class or series to be issued approve
the issuance or there are no outstanding shares of the class or series of shares
that are authorized to be issued as a dividend.

No cash dividends have been declared on the Common Stock.

                                LEGAL PROCEEDINGS

From time to time we may become a party to litigation or other legal proceedings
that, in the opinion of our  management  are part of the ordinary  course of our
business.  Currently,  no legal  proceedings  or claims are  pending  against or
involve us that, in the opinion of our management,  could reasonably be expected
to  have a  material  adverse  effect  on  our  business,  prospects,  financial
condition or results of operation.

                   RECENT SALES OF UNREGISTERED SECURITIES

As reported in the Current  Report on Form 8-K filed by  Goldstrike on September
7, 2005 under the caption "Item 3.02.  Unregistered  Sales of Equity Securities"
which  information is  incorporated  herein by reference,  on September 1, 2005,
Goldstrike  completed the initial closing of a private placement of units of its
securities  offered at a price of $0.80 per unit and  consisting of one share of
Common Stock and a warrant to purchase  one-half  share of Common Stock for five
years at the exercise price of $0.625 per one-half share.


                                       29
<PAGE>

As reported in the Current Report on Form 8-K filed by Goldstrike on November 2,
2005 under the caption  "Item  3.02.  Unregistered  Sales of Equity  Securities"
which  information  is  incorporated  herein by  reference,  on October 7, 2005,
Goldstrike  conducted the second closing of the initial private placement and on
October  28, 2005  closed on a  secondary  offering  of units of its  securities
offered at a price of $.08 per unit and  consisting of one share of Common Stock
and a warrant to purchase  one-half  share of Common Stock for five years at the
exercise price of $0.625 per one-half share.

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under  Nevada  law,  director  immunity  from  liability  to a  company  or  its
shareholders  for  monetary  liabilities  applies  automatically  unless  it  is
specifically  limited by a company's  articles of incorporation (our articles do
not impose any special  limitation in this regard).  Excepted from that immunity
are:

      o     a  willful   failure  to  deal   fairly  with  the  company  or  its
            shareholders in connection with a matter in which the director has a
            material conflict of interest;

      o     a violation  of criminal  law (unless the  director  had  reasonable
            cause to believe that his or her conduct was lawful or no reasonable
            cause to believe that his or her conduct was unlawful);

      o     a transaction from which the director  derived an improper  personal
            profit; and

      o     willful misconduct.

Our bylaws  provide that we will  indemnify  our  directors  and officers to the
fullest  extent not  prohibited by Nevada law;  provided,  however,  that we may
modify the  extent of such  indemnification  by  individual  contracts  with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in  connection  with any  proceeding  (or part
thereof) initiated by such person unless:

      o     such indemnification is expressly required to be made by law;

      o     the proceeding was authorized by our Board of Directors;

      o     such  indemnification  is  provided  by us, in our sole  discretion,
            pursuant to the powers vested us under Nevada law; or

      o     such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses  incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or  investigative,  by  reason  of the fact  that he is or was our  director  or
officer,  or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding,  promptly following a request.  This
advance of expenses is to be made upon receipt of an undertaking by or on behalf
of such person to repay said amounts should it be ultimately determined that the
person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also  provide  that no advance  shall be made by us to any officer in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if a  determination  is reasonably and promptly made: (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that such person  acted in bad faith or in a manner that such
person did not believe to be in or not opposed to our best interests.


                                       30
<PAGE>

Simultaneously with the closing of the Share Exchange,  the Company has executed
indemnity agreements with each of its name executive officers and directors (the
"Indemnity  Agreements")  which have been attached  hereto as exhibits and which
are  incorporated  herein by  reference  and  pursuant  to which the Company has
agreed to indemnify  its named  executive  officers and directors to the fullest
extent  permitted by applicable law and the Company's  Articles of Incorporation
and Bylaws.

Item 3.02 Recent Sales of Unregistered Securities

Reference  is made to the  disclosure  set forth under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant

None.

Item 5.01. Changes in Control of Registrant

Reference  is made to the  disclosure  set forth under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of
           Directors; Appointment of Principal Officers

Reference is made to the  disclosure  set forth  under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
           Fiscal Year.

As described  under Item 2.01, on November 8, 2005, the Company changed its name
from  "Goldstrike  Inc." to "Gran Tierra  Energy,  Inc.",  authorized a class of
"blank check"  preferred  stock and authorized the Special Voting Share,  all by
way of an amendment to the Registrant's  Articles of  incorporation,  filed with
the  Secretary  of State of Nevada on that  date.  A copy of this  amendment  is
attached as Exhibit 3.1 to this Current Report and is hereby incorporated herein
by reference.

Item 5.06.  Change in Shell Company Status

Reference  is made to the  disclosure  set forth under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(a) Financial statements of business acquired.


                                       31
<PAGE>

Report of Independent Registered Chartered Accountants

To the Shareholders of
Gran Tierra Energy Inc.
(a development stage company):

We have audited the  consolidated  balance  sheet of Gran Tierra  Energy Inc. (a
development  stage company) as at June 30, 2005 and the consolidated  statements
of operations and deficit,  and cash flows for the period from  incorporation on
January  26,  2005  to  June  30,  2005.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian  generally  accepted auditing
standards and the standards of the Public  Company  Accounting  Oversight  Board
(United  States).  Those standards  require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial position of Gran Tierra Energy Inc. as at June
30,  2005 and the  results of its  operations  and its cash flows for the period
from  incorporation  on January  26, 2005 to June 30,  2005 in  accordance  with
accounting principles generally accepted in the United States of America.

The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included consideration
of internal  control over  financial  reporting as a basis for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly we express no such opinion.



Calgary, Alberta, Canada                               /s/ Deloitte & Touche LLP
November 7, 2005                    Independent Registered Chartered Accountants

COMMENTS BY INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS ON CANADA-UNITED STATES
OF AMERICA REPORTING DIFFERENCES

The standards of the Public Company  Accounting  Oversight Board (United States)
require  the  addition  of  an  explanatory  paragraph  (following  the  opinion
paragraph)  when the financial  statements are affected by conditions and events
that cast a substantial  doubt on the  Company's  ability to continue as a going
concern,  such as those  described in note 1 to the  financial  statements.  Our
report is expressed in accordance with Canadian  reporting  standards,  which do
not require a reference to such  conditions  and events in the auditors'  report
when these are adequately disclosed in the financial statements.




Calgary, Alberta, Canada                               /s/ Deloitte & Touche LLP
November 7, 2005                    Independent Registered Chartered Accountants


                                      F-1
<PAGE>

GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Statement of Operations and Deficit
Period from Incorporation on January 26, 2005 to June 30, 2005
(Stated in US dollars)
--------------------------------------------------------------------------------
                                                                          $
                                                                     ----------

REVENUES                                                                     --
                                                                     ----------
OPERATING EXPENSES
  General and administration                                            259,337
  Depreciation                                                            2,209
                                                                     ----------
                                                                        261,546
                                                                     ----------
LOSS BEFORE INCOME TAXES                                               (261,546)

INCOME TAXES                                                                 --
                                                                     ----------

LOSS AND DEFICIT, END OF PERIOD                                        (261,546)
                                                                     ==========

BASIC AND DILUTED LOSS PER SHARE                                           0.10
                                                                     ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                  2,500,000
                                                                     ==========

(See notes to the consolidated financial statements)


                                      F-2
<PAGE>

GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Balance Sheet
June 30, 2005
(Stated in US dollars)
--------------------------------------------------------------------------------
                                                                          $
                                                                     ----------
ASSETS

CURRENT
  Cash                                                                1,318,822
  Accounts receivable                                                     1,414
                                                                     ----------
                                                                      1,320,236

Capital assets (Note 3)                                                  42,946
                                                                     ----------
                                                                      1,363,182
                                                                     ==========
LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                              126,778
                                                                     ----------
SHAREHOLDERS' EQUITY

  Share capital (Note 4)
   (11,250,000 common voting shares, without par value, issued
     and outstanding at June 30, 2005)                                1,497,950
  Deficit accumulated during the development stage                     (261,546)
                                                                     ----------
                                                                      1,236,404
                                                                     ----------
                                                                      1,363,182
                                                                     ==========

(See notes to the consolidated financial statements)


                                      F-3
<PAGE>

GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Statement of Cash Flows
Period from Incorporation on January 26, 2005 to June 30, 2005
(Stated in US dollars)
--------------------------------------------------------------------------------
                                                                          $
                                                                     ----------
CASH FLOWS RELATED TO THE
  FOLLOWING ACTIVITIES:

OPERATING
  Net loss                                                             (261,546)
  Adjustment for:
    Depreciation                                                          2,209

  Changes in non-cash working capital (Note 6)                          125,364
                                                                     ----------
                                                                       (133,973)
                                                                     ----------
FINANCING
  Proceeds from issuance of common shares                             1,497,950
                                                                     ----------
INVESTING
  Purchase of capital assets                                            (45,155)
                                                                     ----------

NET INCREASE IN CASH                                                  1,318,822

CASH, BEGINNING OF PERIOD                                                    --
                                                                     ----------

CASH, END OF PERIOD                                                   1,318,822
                                                                     ==========
Supplemental cash flow disclosures:
  Cash paid for interest                                                     --
  Cash paid for taxes                                                        --
                                                                     ==========

(See notes to the consolidated financial statements)


                                      F-4
<PAGE>

GRAN TIERRA ENERGY INC.                                                        1
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)


1.    DESCRIPTION OF BUSINESS AND GOING CONCERN

      Gran  Tierra  Energy  Inc.  (the  "Company")  was  incorporated  under the
      Business  Corporations  Act  (Alberta) on January 26, 2005.  The Company's
      principal  business  is to pursue  opportunities  in oil and  natural  gas
      exploration and development.

      The  Company's  ability to continue as a going  concern is dependent  upon
      obtaining the necessary financing to acquire oil and natural gas interests
      and generate profitable  operations from its oil and natural gas interests
      in the future.

      Management of the Company plans to address the above as follows:

      o     raise  additional  capital  through the sale and  issuance of common
            shares (see note 4);

      o     borrow from Goldstrike,  Inc., a Nevada company, under a bridge loan
            facility to acquire oil and natural gas interests in Argentina  (see
            note 8);

      o     pursue a merger with Goldstrike,  Inc, a Nevada company,  which will
            allow the Company to raise  additional  capital through the sale and
            issuance of common  shares in the United States of America (see note
            8); and

      o     acquire producing and non-producing oil and natural gas interests in
            Argentina  for  approximately  $7,000,000  on September 1, 2005 (see
            note 8). These properties  produced profit after direct expenses and
            royalties of  approximately  $2,800,000  for the year ended December
            31, 2004.

      Should the going concern assumption not be appropriate and the Company not
      be able to realize  its assets  and settle its  liabilities  in the normal
      course  of  operations,  these  consolidated  financial  statements  would
      require  adjustments  to the  amounts  and  classifications  of assets and
      liabilities.


                                      F-5
<PAGE>

GRAN TIERRA ENERGY INC.                                                        2
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------


2.    SIGNIFICANT ACCOUNTING POLICIES

      These consolidated  financial  statements have been prepared in accordance
      with  accounting  principles  generally  accepted in the United  States of
      America. The significant accounting policies are:

      Development stage company

      The Company is a development stage company as it does not have established
      operations.

      Principles of consolidation

      These  consolidated  financial  statements  include  the  accounts  of the
      Company and its wholly-owned  subsidiaries.  All intercompany accounts and
      transactions  have  been  eliminated.  The  Company  will  proportionately
      consolidate  its  undivided  interest  in  oil  and  gas  exploration  and
      development joint ventures.

      Use of estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that effect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.


                                      F-6
<PAGE>

GRAN TIERRA ENERGY INC.                                                        3
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Foreign currency translation

      The Company's functional currency is the United States Dollar. The balance
      sheet  accounts of the  Company's  foreign  operations  that use different
      functional  currencies  are  translated  into US dollars at the period-end
      exchange  rates,  while income,  expenses and cash flows are translated at
      the average  exchange  rates for the period.  Translation  gains or losses
      related to net assets will be included as a component of accumulated other
      comprehensive  income in shareholders'  equity. Gains and losses resulting
      from foreign currency transactions,  which are transactions denominated in
      a currency other than the entity's  functional  currency,  are included in
      the consolidated statement of operations and deficit.

      Fair value of financial instruments

      The Company's  financial  instruments  are cash,  accounts  receivable and
      accounts  payable  and  accrued  liabilities.  The  fair  values  of these
      financial  instruments  approximate  their  carrying  values  due to their
      immediate or short-term nature.

      Capital assets

      Capital  assets are  recorded at cost upon  acquisition.  Depreciation  is
      provided using the declining balance-basis at the following annual rates:

                      Computer equipment             30%
                      Automobiles                    30%

      Income taxes

      Income  taxes  are  reported  under  Statement  of  Financial   Accounting
      Standards  ("SFAS") No. 109 and,  accordingly,  deferred  income taxes are
      recognized  using the asset and  liability  method,  whereby  deferred tax
      assets and  liabilities  are  recognized  for the future tax  consequences
      attributable  to  differences  between the  financial  statement  carrying
      amounts of existing assets and liabilities and their respective tax bases,
      and operating loss and tax credit carryforwards.  Valuation allowances are
      provided if, after considering  available evidence, it is more likely than
      not that some or all of the deferred tax assets will not be realised.


                                      F-7
<PAGE>

GRAN TIERRA ENERGY INC.                                                        4
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Loss per share

      Basic  loss per  share  calculations  are based on the net  income  (loss)
      attributable to common shareholders for the period divided by the weighted
      average number of common shares issued and outstanding  during the period.
      The  diluted  earnings  (loss)  per  share  calculations  are based on the
      weighed  average  number of common shares  outstanding  during the period,
      plus the  effects  of  dilutive  common  share  equivalents.  This  method
      requires  that the  dilutive  effect of  outstanding  options and warrants
      issued should be calculated  using the treasury stock method.  This method
      assumes  that all common  share  equivalents  have been  exercised  at the
      beginning of the period (or at the time of issuance,  if later),  and that
      the funds  obtained  thereby  were used to purchase  common  shares of the
      Company at the average trading price of common shares during the period.

      Oil and natural gas properties

      The Company will use the full cost method of accounting for its investment
      in oil  and  natural  gas  properties.  Under  this  method,  the  Company
      capitalizes all  acquisition,  exploration and development  costs incurred
      for the  purpose  of  finding  oil and  natural  gas  reserves,  including
      salaries, benefits and other internal costs directly attributable to these
      activities.   Costs  associated  with  production  and  general  corporate
      activities,  however, are expensed in the period incurred.  Interest costs
      related to unproved  properties and properties under  development are also
      capitalized  to oil and  natural  gas  properties.  Unless  a  significant
      portion of the Company's proved reserve quantities in a particular country
      are sold  (greater  than 25  percent),  proceeds  from the sale of oil and
      natural gas  properties  are accounted  for as a reduction to  capitalized
      costs, and gains and losses are not recognized.

      The Company will compute depreciation, depletion and amortization ("DD&A")
      of  oil  and  natural  gas  properties  on a  quarterly  basis  using  the
      unit-of-production  method based upon  production  and estimates of proved
      reserve quantities.  Unproved properties are excluded from the amortizable
      base until evaluated.  The cost of exploratory dry wells is transferred to
      proved  properties  and thus  subject  to  amortization  immediately  upon
      determination  that a well is dry in those countries where proved reserves
      exist. In countries where the Company has not booked proved reserves,  all
      costs  associated  with a prospect or play are  considered  quarterly  for
      impairment  upon full evaluation of such prospect or play. This evaluation
      considers  among other factors,  seismic data,  requirements to relinquish
      acreage,  drilling  results,  remaining  time  in the  commitment  period,
      remaining capital plans, and political,  economic,  and market conditions.
      Geological and  geophysical  ("G&G") costs are recorded in proved property
      and therefore subject to amortization as incurred in mature basins.


                                      F-8
<PAGE>

GRAN TIERRA ENERGY INC.                                                        5
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      In exploration  areas, G&G costs are capitalized in unproved  property and
      evaluated  as  part  of the  total  capitalized  costs  associated  with a
      prospect or play.  Future  development  costs are added to the amortizable
      base.

      In performing  its quarterly  ceiling test,  the Company will limit,  on a
      country-by-country  basis, the capitalized costs of proved oil and natural
      gas properties,  net of accumulated DD&A and deferred income taxes, to the
      estimated  future net cash flows from proved oil and natural gas  reserves
      discounted  at 10 percent,  net of related tax effects,  plus the lower of
      cost or fair value of  unproved  properties  included  in the costs  being
      amortized.  If capitalized  costs exceed this limit, the excess is charged
      as additional DD&A expense.  The Company  calculates future net cash flows
      by  applying  end-of-the-period  prices  except in those  instances  where
      future  natural gas or oil sales are covered by  physical  contract  terms
      providing for higher or lower amounts.

      Given the  volatility  of oil and  natural gas  prices,  it is  reasonably
      possible that the Company's  estimate of discounted  future net cash flows
      from proved oil and natural gas reserves could change in the near term. If
      oil and natural gas prices decline significantly, even if only for a short
      period of time,  it is possible  that  write-downs  of oil and natural gas
      properties could occur.

      Unproved properties will be assessed quarterly for possible impairments or
      reductions in value. If a reduction in value has occurred,  the impairment
      is transferred to proved properties.  For international operations where a
      reserve base has not yet been  established,  the  impairment is charged to
      earnings.

      Asset retirement obligations

      The Company will use  Statement of Financial  Accounting  Standard No. 143
      Accounting  for  Asset   Retirement   Obligations  to  account  for  asset
      retirement  obligations which requires  recognition of a liability for the
      future  retirement  obligations  associated  with  capital  assets,  which
      includes oil and natural gas properties.  The asset retirement  obligation
      is initially  measured at fair value and  capitalized to capital assets as
      an asset retirement cost. The asset retirement  obligation  accretes until
      the time the asset  retirement  obligation is expected to settle while the
      asset  retirement cost is amortized over the useful life of the underlying
      capital assets.

      The  amortization  of the asset  retirement  cost and the accretion of the
      asset  retirement  obligation  will be  included  in  DD&A.  Actual  asset
      retirement  costs are recorded  against the obligation when incurred.  Any
      difference between the recorded asset retirement obligation


                                      F-9
<PAGE>

GRAN TIERRA ENERGY INC.                                                        6
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      and the actual  retirement costs incurred is recorded as a gain or loss in
      the period of settlement.

      Recent Accounting Pronouncements

      In  December  2004,   the  FASB  issued  SFAS  No.  123  (revised   2004),
      "Share-Based  Payment",  which is a revision of SFAS No. 123,  "Accounting
      for Stock-Based Compensation".  SFAS No. 123(R) supersedes APB Opinion No.
      25,  "Accounting  for Stock Issued to Employees",  and amends SFAS No. 95,
      "Statement of Cash Flows".  Generally,  the approach in SFAS No. 123(R) is
      similar to the  approach  described  in SFAS No.  123.  However,  SFAS No.
      123(R) requires all share-based payments to employees, including grants of
      employee stock options,  to be recognized in the income statement based on
      their fair values. Pro forma disclosure is no longer an alternative.  SFAS
      No.  123(R) also  requires  the  benefits of tax  deductions  in excess of
      recognized  compensation  cost to be  reported  as a  financing  cash flow
      rather  than  as  an  operating   cash  flow  as  required  under  current
      literature.  This  requirement  will reduce net  operating  cash flows and
      increase net financing cash flows in periods after adoption.  To assist in
      the  implementation  of the new  standard,  the SEC  issued  SAB No.  107,
      "Share-Based Payment". While SAB No. 107 addresses a wide range of issues,
      the largest area of focus is valuation  methodologies and the selection of
      assumptions.  Notably,  SAB  No.  107  lays  out  simplified  methods  for
      developing certain  assumptions.  In addition to providing the SEC staff's
      interpretive  guidance  on SFAS No.  123(R),  SAB No.  107  addresses  the
      interaction  of SFAS No.  123(R) with  existing  SEC guidance  (e.g.,  the
      interaction  with the SEC's guidance  dealing with non-GAAP  disclosures).
      The  compliance  date for SFAS No.  123(R) has been  amended such that the
      standard will be effective for the first fiscal year beginning  after June
      15, 2005.  As of the required  effective  date,  all public  entities will
      apply this standard using a modified  version of prospective  application.
      Under that transition  method,  compensation cost is recognized  beginning
      with the effective date (a) based on the  requirements  of SFAS No. 123(R)
      for all  share-based  payments  granted after the effective  date, and (b)
      based  on the  requirements  of SFAS No.  123 for all  awards  granted  to
      employees  prior to the  effective  date of SFAS No.  123(R)  that  remain
      unvested on the effective date. For periods before the required  effective
      date,  entities  may elect to apply a modified  version  of  retrospective
      application  under  which  financial  statements  for  prior  periods  are
      adjusted on a basis consistent with the pro forma disclosures required for
      those  periods by SFAS No. 123. The Company plans to adopt SFAS No. 123(R)
      on  January  1,  2006 and is  reviewing  the  standard  to  determine  the
      potential impact, if any, on its consolidated financial statements.


                                      F-10
<PAGE>

GRAN TIERRA ENERGY INC.                                                        7
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)


      Recent Accounting Pronouncements (Continued)

      In March 2005,  the FASB issued FIN No. 47,  "Accounting  for  Conditional
      Asset  Retirement  Obligations".  FIN  No.  47  clarifies  that  the  term
      Conditional  Asset  Retirement   Obligation  as  used  in  SFAS  No.  143,
      "Accounting  for  Asset  Retirement   Obligations",   refers  to  a  legal
      obligation  to perform an asset  retirement  activity  in which the timing
      and/or method of settlement are  conditional on a future event that may or
      may not be within the  control of the  entity.  Accordingly,  an entity is
      required  to  recognize a  liability  for the fair value of a  conditional
      asset  retirement  obligation  if the fair value of the  liability  can be
      reasonably  estimated.  The  interpretation is effective no later than the
      end of fiscal  years  ending  after  December  15,  2005.  The  Company is
      reviewing the interpretation to determine the potential impact, if any, on
      its consolidated financial statements.

      In May 2005, the FASB issued SFAS No. 154 ("SFAS 154") "Accounting Changes
      and  Error  Corrections--a  replacement  of APB  Opinion  No.  20 and FASB
      Statement No. 3". SFAS 154 changes the requirements for the accounting for
      and  reporting  of a change in  accounting  principle.  APB Opinion No. 20
      previously required that most voluntary changes in accounting principle be
      recognized  by  including  in net  income of the  period of the change the
      cumulative  effect of changing to the new accounting  principle.  SFAS 154
      requires retrospective  application to prior periods' financial statements
      for  changes  in  accounting  principle,  unless  it is  impracticable  to
      determine either the  period-specific  effects or the cumulative effect of
      the  change.  SFAS 154  applies to all  voluntary  changes  in  accounting
      principle.  SFAS 154 also  applies to changes  required  by an  accounting
      pronouncement  in the unusual  instance  that the  pronouncement  does not
      include  specific  transition  provisions.  When a pronouncement  includes
      specific transition provisions,  those provisions should be followed. SFAS
      154 carries forward  without change the guidance  contained in APB Opinion
      No. 20 for  reporting  the  correction  of an error in  previously  issued
      financial  statements and a change in accounting  estimate.  SFAS 154 also
      carries forward the guidance in APB Opinion No. 20 requiring justification
      of a change in accounting  principle on the basis of  preferability.  SFAS
      154 is effective for accounting  changes and corrections of errors made in
      fiscal years beginning after December 15, 2005.


                                      F-11
<PAGE>

GRAN TIERRA ENERGY INC.                                                        8
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Recent Accounting Pronouncements (Continued)

      In June 2004, the Financial  Accounting Standards Board ("FASB") issued an
      exposure  draft of a proposed  statement,  "Fair  Value  Measurements"  to
      provide  guidance  on how to  measure  the  fair  value of  financial  and
      non-financial  assets and liabilities when required by other authoritative
      accounting  pronouncements.  The  proposed  statement  attempts to address
      concerns about the ability to develop reliable estimates of fair value and
      inconsistencies  in fair value guidance  provided by current U.S. GAAP, by
      creating a  framework  that  clarifies  the fair value  objective  and its
      application  in  GAAP.  In  addition,  the  proposal  expands  disclosures
      required about the use of fair value to re-measure assets and liabilities.
      The standard would be effective for financial statements issued for fiscal
      years ending after December 15, 2006.

      In June 2005, the FASB published an Exposure Draft containing proposals to
      change the accounting for business  combinations.  The proposed  standards
      would replace the existing  requirements of the FASB's  Statement No. 141,
      "Business Combinations". The proposals would result in fewer exceptions to
      the principle of measuring  assets acquired and  liabilities  assumed in a
      business  combination  at fair value.  Additionally,  the proposals  would
      result in payments to third  parties for  consulting,  legal,  audit,  and
      similar services associated with an acquisition being recognized generally
      as expenses when incurred rather than  capitalized as part of the business
      combination.  The FASB also  published  an Exposure  Draft that  proposes,
      among other  changes,  that  non-controlling  interests be  classified  as
      equity within the consolidated  financial statements.  The FASB's proposed
      standard would replace Accounting Research Bulletin No. 51,  "Consolidated
      Financial Statements".

3.    CAPITAL ASSETS
                                             ----------------------------------
                                                          Accumulated  Net Book
                                                 Cost     Depreciation   Value
                                                  $            $           $
                                             ----------------------------------

      Computer equipment                         8,316          367       7,949
      Automobiles                               36,839        1,842      34,997
                                             ----------------------------------
                                                45,155        2,209      42,946
                                             ==================================


                                      F-12
<PAGE>

GRAN TIERRA ENERGY INC.                                                        9
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------


4.    SHARE CAPITAL
                                                         ----------------------
                                                          Number of     Amount
                                                            Shares         $
                                                         ----------------------
        Balance, beginning of period                             -            -
        Common shares issued                             11,250,000   1,497,950
                                                         ----------------------

        Balance, end of period                           11,250,000   1,497,950
                                                         ======================

Subsequent to June 30, 2005, 1,350,000 common shares were issued for proceeds of
approximately $280,000.

5.    INCOME TAXES

      There is a loss of  approximately  $260,000  carried  forward  that may be
      applied  against  future  taxable  income.  The Company  does not have any
      income tax  liabilities  during the current  period and,  accordingly,  no
      income taxes are  recorded.  A valuation  allowance has been taken for the
      potential  income tax  benefit  associated  with the loss  incurred by the
      Company in the period, due to uncertainty of utilisation of the tax loss.

The income tax expense  (recovery)  reported differs from the amount computed by
applying  the  statutory  rate to loss  before  income  taxes for the  following
reasons:

                                                                          $
                                                                      ---------

      Loss before income taxes                                         (261,546)
      Statutory income tax rate                                              35%

      Income tax benefit                                                 91,541
      Valuation allowance                                               (91,541)
                                                                      ---------
                                                                             --
                                                                      =========


                                      F-13
<PAGE>

GRAN TIERRA ENERGY INC.                                                       10
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

6.    CHANGES IN NON-CASH WORKING CAPITAL

      The changes in non-cash working capital are comprised of the following:

                                                                      ---------
                                                                          $
                                                                      ---------

      Increase in accounts receivable                                    (1,414)
      Increase in accounts payable and accrued liabilities              126,778
                                                                      ---------
                                                                        125,364
                                                                      =========

7.    COMMITMENTS

      The Company leases an automobile under a capital lease that expires on
      April 30, 2006.

      The future minimum lease payments under the capital lease are as follows:

                                                    $
                                                ---------

              2005                                 13,262
              2006                                  7,578
                                                ---------
              Total minimum lease payments         20,840
                                                =========

8.    SUBSEQUENT EVENTS

      The Company  entered into an  agreement  with  Goldstrike,  Inc., a Nevada
      company, to consummate a share exchange effective as of November 10, 2005.

      The  Company  acquired  producing  and  non-producing  oil and natural gas
      interests in Argentina for  approximately $7 million on September 1, 2005.
      The acquisition was financed by a bridge loan from Goldstrike, Inc.


                                      F-14
<PAGE>

Report of Independent Registered
Public Accounting Firm

To the Board of Directors of
Dong Won Corporation and Gran Tierra Energy Inc.

We have audited the accompanying  schedule of revenues,  royalties and operating
cost (the  "financial  statements")  corresponding  to the 14%  interest  in the
Palmar Largo joint venture  (representing  the 14% working interest  acquired by
Gran Tierra Energy Inc.  through its wholly owned  subsidiary Gran Tierra Energy
Argentina  S.A.  in the "YPF S.A.  -  Pluspetrol  S.A.  -  Compania  General  de
Combustibles  S.A. - Dong Won  Corporation - Palmar Largo Union  Transitoria  de
Empresas"  (the "Palmar Largo joint  venture")) for the years ended December 31,
2004 and 2003 (the "Schedule of Revenues,  Royalties and Operating  Cost").  The
Schedule of Revenues, Royalties and Operating Cost is the responsibility of Dong
Won  Corporation's  management.  Our  responsibility is to express an opinion on
this Schedule of Revenues, Royalties and Operating Cost based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. Dong Won Corporation is not required
to have, nor were we engaged to perform, an audit of their internal control over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the purposes of  expressing  an
opinion on the  effectiveness  of Dong Won  Corporation's  internal control over
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures  in the financial  statement.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our  opinion,  the  financial  statement  presents  fairly,  in all  material
respects,  the revenues,  royalties and operating cost  corresponding to the 14%
interest in the Palmar Largo joint venture on the basis of accounting  described
in Notes 1 and 2 for the years ended  December 31, 2004 and 2003,  in conformity
with accounting principles generally accepted in the United States of America.

Buenos Aires, Argentina
November 7, 2005

Deloitte & Co. S.R.L.

/s/Ricardo C. Ruiz
Ricardo C. Ruiz
Partner


                                      F-15
<PAGE>

Schedule of Revenues,  Royalties and  Operating  Cost  corresponding  to the 14%
interest in the Palmar Largo joint venture for the years ended December 31, 2004
and 2003 and for the six months ended June 30, 2005 and 2004  (unaudited)  (Note
1)

(Amounts expressed in U.S. Dollars - Note 2)

                             Six-month period ended            Year ended
                            ------------------------    ------------------------
                             June 30,       June 30,
                               2005          2004         2004           2003
                            ----------    ----------    ----------    ----------
                            (unaudited)   (unaudited)

Revenues                    2,065,587     2,036,454     4,703,136     4,422,688
Royalties                    (258,716)     (239,111)     (492,535)     (457,293)
Operating costs              (837,524)     (635,088)   (1,424,152)   (1,297,260)
                           ----------    ----------    ----------    ----------

                              969,347     1,162,255     2,786,449     2,668,135
                           ==========    ==========    ==========    ==========


                                      F-16
<PAGE>

Schedule of Revenues,  Royalties and  Operating  Cost  corresponding  to the 14%
interest in the Palmar Largo joint venture for the years ended December 31, 2004
and 2003 and for the six months ended June 30, 2005 and 2004 (unaudited)

1.    Basis of Presentation

      The  accompanying  Schedule of  Revenues,  Royalties  and  Operating  Cost
      includes the revenues,  royalties and operating  costs for the years ended
      December  31, 2004 and 2003 and for the six months ended June 30, 2005 and
      2004  (unaudited),  corresponding  to the 14% working interest in the "YPF
      S.A. - Pluspetrol S.A. - Compania General de Combustibles  S.A. - Dong Won
      Corporation  - Palmar Largo Union  Transitoria  de Empresas"  (the "Palmar
      Largo joint venture")  acquired on September 1, 2005 by Gran Tierra Energy
      Inc. through its wholly owned subsidiary Gran Tierra Energy Argentina S.A.
      from  Dong Won  Corporation.  The  Schedule  of  Revenues,  Royalties  and
      Operating  Cost does not include any cost related to indirect  general and
      administrative  costs,  income and capital taxes or any provisions related
      to depletion, depreciation or asset retirement obligation.

      The interim  financial  information for the six months ended June 30, 2005
      and 2004 is  unaudited  and has  been  prepared  on the same  basis as the
      audited financial statement. In the opinion of management,  such unaudited
      information includes all adjustments  (consisting only of normal recurring
      adjustments) necessary for a fair presentation of the interim information.
      The  results for the six months  ended June 30,  2005 are not  necessarily
      indicative  of the  results  that  may be  expected  for the  year  ending
      December 31, 2005.

      The Palmar  Largo joint  venture was formed on November 24, 1992 under the
      method  foreseen in Chapter III,  Section II of Argentine  Law No.  19.550
      (volume 1984 and their modifications). The Palmar Largo joint venture aims
      at exploring,  exploiting and developing the  hydrocarbons  of the "Palmar
      Largo" Area.

      On  December  18,  1992,  by  Decree  2.444/92  of the  Argentine  Federal
      Executive,  the production and  exploration  concession  corresponding  to
      "Palmar  Largo" Area -  Northwest  Basin-  Provinces  of Salta and Formosa
      offered by the  International  Public  Bidding No 14-280/92 was awarded to
      Y.P.F S.A., Pluspetrol Exploracion y Produccion S.A, Norcen Argentina S.A,
      Compania  General de Combustibles  S.A and Dong Won Co. Ltd.  According to
      Argentine laws, production  concessions have a term of 25 years, which may
      be extended  for an  additional  ten-year  term,  in  accordance  with the
      corresponding applicable legislation.

      The concession is managed through the joint venture's  partners  through a
      formal  joint  venture  operating  agreement.  After  given  effect to the
      acquisition  of the 14% interest in the Palmar Largo joint venture by Gran
      Tierra  Energy  Argentina  S.A. as mentioned in the first  paragraph,  the
      interest  of each of the  companies  making  up the joint  venture  are as
      follows:  YPF S.A.:  30%,  Pluspetrol  S.A.  (joint  venture's  Operator):
      38.15%,  Compania  General de  Combustibles  S.A:  17.85% and Gran  Tierra
      Energy Argentina S.A.: 14%.

      Since the Palmar  Largo joint  venture's  partners  are the holders of the
      hydrocarbons produced in the Palmar Largo area, each of them withdraws the
      production  that the  Operator  assigns in the  measurement  and  delivery
      point.

      The accompanying  schedule of revenues,  royalties and operating cost only
      represents the revenues, royalties and operating cost corresponding to the
      Palmar Largo joint venture's  production assigned to and commercialized by
      Dong Won  Corporation  for the years ended  December 31, 2004 and 2003 and
      for the six months ended June 30, 2005 and 2004 (unaudited),  representing
      its 14% interest in the Palmar Largo joint venture's  assigned  production
      for such years.


                                      F-17
<PAGE>

2.    Significant Accounting Policies

      The schedule of revenues,  royalties and operating  cost has been prepared
      in accordance with generally accepted accounting  principles in the United
      States of America ("U.S. GAAP") as follows:

      Revenues

      Revenues  from  the  sale of  product  are  recognized  upon  delivery  to
      purchasers.

      Royalties

      A 12% royalty is payable on the  estimated  value at the wellhead of crude
      oil production and the natural gas volumes  commercialized.  The estimated
      value is calculated  based upon the actual sale price of the crude oil and
      gas produced, less the costs of transportation and storage.

      Operating cost

      Operating  cost include  amounts  incurred on extraction of product to the
      surface,   gathering,  field  processing,   treating,  field  storage  and
      transportation.

      Translation to U.S. dollars

      In preparing the Schedule of Revenues,  Royalties and Operating  Cost, the
      results have been translated  from Argentine  pesos to U.S.  dollars using
      the average  exchange rate for each year. The average  exchange rates from
      Argentine  pesos to U.S.  dollars were Argentine peso 2.9416 and 2.9492 to
      U.S.  dollar for the years ended December 31, 2004 and 2003,  respectively
      and  Argentine  peso  2.9108 and 2.9069 to U.S.  dollar for the six months
      ended June 30, 2005 and 2004, respectively.


                                      F-18
<PAGE>

(b)   Pro Forma financial information.

      GRAN TIERRA ENERGY, INC.
      PROFORMA FINANCIAL STATEMENTS
      AS AT JUNE 30, 2005 AND FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 2005
      AND THE YEAR ENDED DECEMBER 31, 2004

      On  November  10,  2005,  pursuant  to a share  purchase  agreement  among
      Goldstrike  Inc.  ("Goldstrike"),  Gran Tierra  Energy Inc.  ("Gran Tierra
      Energy")  and the holders of common  shares of Gran  Tierra  Energy and an
      assignment  agreement  between  Goldstrike and  Goldstrike  Exchange Co, a
      Canadian  corporation   indirectly-owned  by  Goldstrike   ("Exchangeco"),
      Exchangeco  acquired all of the  outstanding  common shares in Gran Tierra
      Energy in exchange for which each Gran Tierra common shareholder, at their
      election,  received either  1.5873016 shares of common stock of Goldstrike
      ("Common  Stock")  and/or  1.5873016  shares  of  exchangeable   stock  of
      Exchangeco   ("Exchangeable   Shares").  As  a  result  of  the  foregoing
      transactions,  Gran Tierra Energy became an indirectly-owned subsidiary of
      Goldstrike  and Goldstrike  changed its name to Gran Tierra  Energy,  Inc.
      (the "Company").

      Subsequent to June 30, 2005, in order to  facilitate  merger  discussions,
      Goldstrike  advanced  funds  through a  bridge-financing  facility to Gran
      Tierra Energy to acquire  producing and  non-producing oil and natural gas
      properties in Argentina and for working  capital  purposes.  The principal
      acquisition  was a 14%  interest in the Palmar  Largo joint  venture  (the
      "Palmar   Largo   Property"),    for   approximately    $7,000,000.    The
      bridge-financing facility advanced to Gran Tierra Energy by Goldstrike has
      not been  included in these pro forma  financial  statements as the amount
      due to  Goldstrike by Gran Tierra Energy and the amount due by Gran Tierra
      Energy to Goldstrike are eliminated on consolidation.

      The accompanying  unaudited pro forma  consolidated  financial  statements
      ("pro forma statements")  reflect the acquisition of Gran Tierra Energy by
      Goldstrike  using the purchase method of accounting and takes into account
      the acquisition of the Palmar Largo Property. The acquisition is accounted
      for as a reverse  takeover of  Goldstrike  by Gran Tierra  Energy,  as the
      shareholders  of Gran Tierra Energy will control the  consolidated  entity
      after the acquisition.

      The pro forma statements have been prepared for inclusion in the Current
      Report on Form 8-K of the Company dated November 10, 2005 and have been
      prepared from, and should be read in conjunction with, the following:

      o     Gran Tierra Energy's audited  consolidated  financial statements for
            the period from incorporation on January 26, 2005 to June 30, 2005;
      o     Goldstrike's unaudited financial statements for the six months ended
            June 30, 2005 and 2004;
      o     Goldstrike's   audited  financial  statements  for  the  year  ended
            December 31, 2004;
      o     unaudited  schedules of revenues,  royalties and operating  costs of
            the Palmar Largo Property for the six months ended June 30, 2005 and
            2004; and
      o     audited schedules of revenues,  royalties and operating costs of the
            Palmar Largo Property for the year ended December 31, 2004.


                                       32
<PAGE>

                            GRAN TIERRA ENERGY, INC.

                      PRO FORMA CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

As at June 30, 2005
(Unaudited)
(thousands of US dollars)
-------------------------------------------------------------------------------------1
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
<S>                        <C>          <C>      <C>     <C>     <C>         <C>
ASSETS
Current assets
  Cash and cash
  equivalents              1,319        1         -      3,291               4,611
  Accounts receivable          1        -         -          -                   1
                         -------------------------------------            --------
                           1,320        1         -      3,291               4,612

Capital assets                43        -         -      7,110    2b,4       7,153
                         -------------------------------------            --------
                           1,363        1         -     10,401              11,765
                         =====================================            ========
LIABILITIES
Current liabilities
  Accounts payable and
    accrued liabilities      127        6         -          -                 133
  Related party note           -       10         -        (10)    2d            -
                         -------------------------------------            --------
                             127       16         -        (10)                133
                         -------------------------------------            --------

Asset retirement
obligations                    -        -         -        110    2b,4         110
                         -------------------------------------            --------

SHAREHOLDERS' EQUITY
                                                  -               2a,
  Share capital            1,498       32               10,254     2c       11,784
  Deficit                   (262)     (47)        -         47     2c         (262)
                         -------------------------------------            --------
                           1,236      (15)        -     10,301              11,522
                         -------------------------------------            --------
                           1,363        1         -     10,401              11,765
                         =====================================            ========
</TABLE>


                                       33
<PAGE>

                                 GRAN TIERRA ENERGY, INC.

                      PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
Six-Month Period Ended June 30, 2005
(Unaudited)
(thousands of US dollars, except for per share amounts)
-------------------------------------------------------------------------------------
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
<S>                        <C>          <C>      <C>     <C>     <C>         <C>

REVENUE
  Oil and natural gas
revenue                        -        -     2,066          -               2,066
  Royalties                    -        -      (259)         -                (259)
                         -------------------------------------            --------
                               -        -     1,807          -               1,807
                         -------------------------------------            --------

EXPENSES
  Operating                    -        -       838          -                 838
  General and
  administrative             260       22         -          -                 282
  Depletion,
    depreciation and
    accretion                  2        -         -        457     3a          459
                         -------------------------------------            --------
                             262       22       838        457               1,579
                         -------------------------------------            --------

Earnings (loss) before
  income taxes              (262)     (22)      969       (457)                228

Provision for income
taxes                          -        -         -        179     3b          179
                         -------------------------------------            --------

NET EARNINGS (LOSS)
  FOR THE PERIOD            (262)     (22)      969       (636)                 49
                         =====================================            ========

Basic and Diluted
  Earnings (Loss) Per
  Share                    (0.10)   (0.01)        -          -      5         0.00
                         =====================================            ========
</TABLE>


                                       34
<PAGE>

                                 GRAN TIERRA ENERGY, INC.

                      PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31, 2004
(Unaudited)
(thousands of US dollars, except for per share amounts)
-------------------------------------------------------------------------------------
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
<S>                        <C>          <C>      <C>     <C>     <C>         <C>
REVENUE
Oil and natural gas
revenue                        -        -     4,703          -               4,703
Royalties                      -        -      (493)         -                (493)
                         -------------------------------------            --------
                               -        -     4,210          -               4,210
                         -------------------------------------            --------

EXPENSES
Operating expenses             -        -     1,424          -               1,424
General and
administrative                 -        5         -          -                   5
Depletion, depreciation
  and accretion                -        -         -      1,011     3a        1,011
                         -------------------------------------            --------
                               -        5     1,424      1,011               2,440
                         -------------------------------------            --------

Earnings (loss) before
  income taxes                 -       (5)    2,786     (1,011)              1,770

Provision for income
taxes                          -        -         -        620      3b         620
                         -------------------------------------            --------

NET EARNINGS (LOSS)
  FOR THE PERIOD               -       (5)    2,786     (1,631)              1,150
                         =====================================            ========

Basic and Diluted
  Earnings (Loss) Per
  Share                        -    (0.00)        -          -      5         0.03
                         =====================================            ========
</TABLE>


                                       35
<PAGE>

GRAN TIERRA ENERGY, INC.                                                      1
--------------------------------------------------------------------------------
Notes to the Pro forma Consolidated Financial Statements
--------------------------------------------------------------------------------
As at June 30, 2005 and for Six-Month Period Ended June 30, 2005 and the Year
Ended December 31, 2004
(Unaudited)
(Tabular amounts expressed in thousands of US dollars)
--------------------------------------------------------------------------------

1.    BASIS OF PRESENTATION

      These pro forma  consolidated  financial  statements have been prepared in
      accordance  with generally  accepted  accounting  principles in the United
      States of America ("GAAP") and Gran Tierra Energy's  accounting  policies,
      as disclosed in Note 2 of the audited financial  statements of Gran Tierra
      Energy for the period ended June 30, 2005.

      The pro forma consolidated financial statements are based on the estimates
      and  assumptions  included  in these  notes and  include  all  adjustments
      necessary for the fair presentation of the transactions in accordance with
      GAAP.  The  purchase  price  allocation  is  preliminary  and is  based on
      management's  best estimate of the fair values of the assets  acquired and
      liabilities  assumed. The purchase price allocation will be completed once
      all final  adjustments  have been  identified  and the asset and liability
      valuations have been finalized.

      These pro forma  consolidated  financial  statements  are not  intended to
      reflect results from operations or the financial position which would have
      actually   resulted  had  the  acquisition  been  effected  on  the  dates
      indicated.  These pro forma  statements do not include any cost savings or
      other synergies that may result from the transaction.  Moreover, these pro
      forma  statements  are not  intended  to be  indicative  of the results of
      operations or financial position which may be obtained in the future.

2.    PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED BALANCE SHEET

      The  following  adjustments  have been made as at June 30, 2005 to reflect
      the  transactions  described above, as if these  transactions  occurred on
      June 30, 2005 for purposes of the pro forma consolidated balance sheet.

      a.    Sale of common stock and warrants of Goldstrike  for net proceeds of
            $10,301,000 after issue costs of $52,000.

      b.    Acquisition  of the Palmar Largo  Property by Gran Tierra Energy for
            approximately $7,000,000 (see note 4).

      c.    Exchange of common  shares of Gran Tierra Energy for Common Stock or
            Exchangeable  Shares  resulting in the  acquisition of Goldstrike by
            Gran  Tierra  Energy,  accounted  for  as a  reverse  takeover,  and
            consummation of the merger. As all of the assets and liabilities are
            being carved out of Goldstrike prior to the merger, there are no pro
            forma adjustments required for the reverse takeover of Goldstrike by
            Gran Tierra Energy.

      d.    Repayment of the related  party loan to  Goldstrike in the amount of
            $10,000.


                                       36
<PAGE>

GRAN TIERRA ENERGY, INC.                                                       2
--------------------------------------------------------------------------------
Notes to the Pro forma Consolidated Financial Statements
--------------------------------------------------------------------------------
As at June 30, 2005 and for Six-Month Period Ended June 30, 2005 and the Year
Ended December 31, 2004
(Unaudited)
(Tabular amounts expressed in thousands of US dollars)
--------------------------------------------------------------------------------

3.    PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED STATEMENTS OF OPERATIONS

      The  following  adjustments  have been made to  reflect  the  transactions
      described  above, as if the  transactions  occurred on January 1, 2004 for
      purposes of the pro forma  consolidated  statements of operations  for the
      six-month period ended June 30, 2005 and the year ended December 31, 2004.

      a.    Depreciation,  depletion  and  accretion  ("DD&A")  expense has been
            adjusted to reflect the  additional  depletion  on the Palmar  Largo
            Property and the accretion of asset retirement obligations acquired.

      b.    The  provision for income taxes has been adjusted to account for the
            tax effects of operating  income from the Palmar Largo  Property and
            DD&A.

4.    PURCHASE PRICE ALLOCATION

      The total purchase price has been allocated on a preliminary  basis to the
      Palmar Largo Property based on their estimated fair values.

      These fair values are based on  management's  estimates and are subject to
      change once the final valuations have been completed. The following is the
      preliminary allocation of the purchase price:

                                                        -----------
                                                             $
                                                        -----------
      Cash paid                                            7,000
                                                        ===========

      Purchase price allocated
        Oil and natural gas properties                     7,110
        Asset retirement obligations                        (110)
                                                        -----------
                                                           7,000
                                                        ===========

5.    BASIC AND DILUTED EARNINGS PER SHARE

      Basic and  diluted  earnings  per share are  calculated  using  42,191,873
      shares of common stock.


                                       37
<PAGE>

(c)   Exhibits.

--------------------------------------------------------------------------------
                                               Incorporated by Reference to
Exhibit No. Description                        Filings Indicated
----------- -----------                        -----------------
--------------------------------------------------------------------------------
3.1         Articles of Incorporation          Exhibit 3.1 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.2         Certificate Amending Articles of   Exhibit 3.2 to Company's Annual
            Incorporation                      Report on Form 10-KSB filed on
                                                                  March 24, 2005
--------------------------------------------------------------------------------
3.3         Bylaws                             Exhibit 3.3 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.4         Certificate Amending Articles of
            Incorporation*
--------------------------------------------------------------------------------
10.1        Share Purchase Agreement*
--------------------------------------------------------------------------------
10.2        Assignment Agreement*
--------------------------------------------------------------------------------
10.3        Voting Exchange and Support
            Agreement*
--------------------------------------------------------------------------------
10.4        Split Off Agreement*
--------------------------------------------------------------------------------
10.5        Employment Agreement between the
            Company and Dana Coffield*
--------------------------------------------------------------------------------
10.6        Employment Agreement between the
            Company and James Hart*
--------------------------------------------------------------------------------
10.7        Employment Agreement between the
            Company and Max Wei*
--------------------------------------------------------------------------------
10.8        Employment Agreement between the
            Company and Rafael Orunesu*
--------------------------------------------------------------------------------
10.9        Form of Indemnity Agreement*
--------------------------------------------------------------------------------
10.10       Mineral Property Sale Agreement    Exhibit 10.1 to Company's
            dated June 30, 2003                Annual Report on Form 10-KSB
                                               filed on March 24, 2005
--------------------------------------------------------------------------------
10.11       2005 Equity Incentive Plan*
--------------------------------------------------------------------------------

----------------
* filed herewith


                                       38
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       Gran Tierra Energy, Inc.


                                       By: /s/ James Hart
                                           ------------------------------
                                       Name: James Hart
                                       Title: Chief Financial Officer

                                       Date:  November 10, 2005


                                       39
<PAGE>

EXHIBIT INDEX

--------------------------------------------------------------------------------
                                               Incorporated by Reference to
Exhibit No. Description                        Filings Indicated
----------- -----------                        -----------------
--------------------------------------------------------------------------------
3.1         Articles of Incorporation          Exhibit 3.1 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.2         Certificate Amending Articles of   Exhibit 3.2 to Company's Annual
            Incorporation                      Report on Form 10-KSB filed on
                                                                  March 24, 2005
--------------------------------------------------------------------------------
3.3         Bylaws                             Exhibit 3.3 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.4         Certificate Amending Articles of
            Incorporation*
--------------------------------------------------------------------------------
10.1        Share Purchase Agreement*
--------------------------------------------------------------------------------
10.2        Assignment Agreement*
--------------------------------------------------------------------------------
10.3        Voting Exchange and Support
            Agreement*
--------------------------------------------------------------------------------
10.4        Split Off Agreement*
--------------------------------------------------------------------------------
10.5        Employment Agreement between the
            Company and Dana Coffield*
--------------------------------------------------------------------------------
10.6        Employment Agreement between the
            Company and James Hart*
--------------------------------------------------------------------------------
10.7        Employment Agreement between the
            Company and Max Wei*
--------------------------------------------------------------------------------
10.8        Employment Agreement between the
            Company and Rafael Orunesu*
--------------------------------------------------------------------------------
10.9        Form of Indemnity Agreement*
--------------------------------------------------------------------------------
10.10       Mineral Property Sale Agreement    Exhibit 10.1 to Company's
            dated June 30, 2003                Annual Report on Form 10-KSB
                                               filed on March 24, 2005
--------------------------------------------------------------------------------
10.11       2005 Equity Incentive Plan*
--------------------------------------------------------------------------------

----------------
* filed herewith


                                       40
{"company-data": {"conformed-name": "GOLDSTRIKE INC", "cik": "0001273441", "assigned-sic": "1000", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-111656", "film-number": "051194735"}, "mail-address": {"street1": "1055 WEST HASTINGS ST STE 1980", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6E2E9"}, "former-company": {"former-conformed-name": "GOLKSTRIKE INC", "date-changed": "20031216"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): November 10, 2005

                            GRAN TIERRA ENERGY, INC.
                             (f/k/a GOLDSTRIKE INC.)
            (Exact name of registrant as specified in its charter)

          Nevada                   333-111656               Applied For
-------------------------------------------------------------------------------
      (State or other       (Commission File Number)      (I.R.S. Employer
       jurisdiction                                    Identification Number)
     of incorporation)

        10th Floor, 610-8th Avenue S.W.
           Calgary, Alberta, Canada                           T2P 1G5
    (Address of principal executive offices)                 (Zip Code)

                                 (403) 537-3218
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange Act of 1934.  This  Quarterly  Report  includes
statements regarding our plans, goals,  strategies,  intent,  beliefs or current
expectations.  These  statements  are  expressed  in good faith and based upon a
reasonable   basis  when  made,  but  there  can  be  no  assurance  that  these
expectations will be achieved or accomplished.  These forward looking statements
can be  identified  by the use of terms and phrases such as  "believe,"  "plan,"
"intend,"  "anticipate,"  "target,"  "estimate,"  "expect," and the like, and/or
future-tense or conditional  constructions  ("will,"  "may," "could,"  "should,"
etc.).  Items  contemplating or making  assumptions  about,  actual or potential
future sales, market size, collaborations,  and trends or operating results also
constitute such forward-looking statements.

Although  forward-looking  statements  in this  report  reflect  the good  faith
judgment of management,  forward-looking  statements  are inherently  subject to
known and unknown risks,  business,  economic and other risks and  uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements.  Readers are urged not to place undue reliance
on these  forward-looking  statements,  which  speak only as of the date of this
report.  We assume no  obligation  to update any  forward-looking  statements in
order to reflect any event or circumstance that may arise after the date of this
report,  other than as may be required by applicable law or regulation.  Readers
are urged to carefully review and consider the various disclosures made by us in
the our reports filed with the Securities and Exchange  Commission which attempt
to advise  interested  parties  of the risks and  factors  that may  affect  our
business,  financial  condition,  results of operation and cash flows. If one or
more  of  these  risks  or  uncertainties  materialize,  or  if  the  underlying
assumptions  prove incorrect,  our actual results may vary materially from those
expected or projected.

Item 2.01.   Completion of Acquisition or Disposition of Assets

On November 10, 2005,  pursuant to a share  purchase  agreement,  which has been
attached  hereto and is incorporated  herein by reference,  (the "Share Purchase
Agreement")  among Goldstrike Inc., a Nevada  corporation  ("Goldstrike"),  Gran
Tierra Energy Inc., an Alberta corporation ("Gran Tierra Energy") and holders of
shares of capital  stock in Gran  Tierra  Energy  (individually  a "Gran  Tierra
Stockholder" and collectively the "Gran Tierra  Stockholders") and an assignment
agreement,  which  has  been  attached  hereto  and is  incorporated  herein  by
reference,  (the  "Assignment  Agreement")  between  Goldstrike  and  Goldstrike
Exchange   Co,   a   Canadian   corporation   indirectly-owned   by   Goldstrike
("Exchangeco"),  Exchangeco acquired 96.03% of the outstanding shares of capital
stock in Gran Tierra Energy  ("Gran  Tierra  Shares") in exchange for which each
Gran Tierra Stockholder,  at their election, received either 1.5873016 shares of
common  stock  of  Goldstrike   ("Common  Stock")  and/or  1.5873016  shares  of
exchangeable stock of Exchangeco ("Exchangeable Shares"); and Goldstrike changed
its name to Gran Tierra Energy Inc. (referred to hereinafter as the "Company" or
"Gran  Tierra")  (the  "Share  Purchase").  Exchangeco  intends  to carry  out a
compulsory acquisition  transaction in accordance with the Business Corporations
Act  (Alberta)  to acquire  the Gran Tierra  Shares not already  acquired as the
result of the Share Purchase. After completion of such transaction,  Gran Tierra
Energy will become a indirectly-owned subsidiary of Goldstrike.

In connection with the Share  Exchange,  certain  Canadian  resident Gran Tierra
Stockholders  may  receive,  at  their  election,  Exchangeable  Shares  on  the
surrender of their Gran Tierra Shares. Exchangeable Shares will be exchangeable,
at  the  option  of  the  holder,  at any  time  for  shares  of  Common  Stock.
Exchangeable Shares will be economically equivalent to shares of Common Stock by
entitling  holders to dividends and other economic rights provided to holders of
shares  of Common  Stock  and will be  equivalent  on a  non-financial  basis by
providing  holders with the same voting rights and  liquidation  rights as those
provided to shares of Common Stock.

Simultaneously  with the  consummation of the Share Exchange,  Goldstrike,  Gran
Tierra Energy,  Goldstrike Callco, a corporation  incorporated under the laws of
Alberta Canada ("Callco") and Olympia Trust Company, a Canadian corporation (the
"Trustee")  executed a voting  exchange  and support  agreement,  which has been
attached hereto and is incorporated  herein by reference,  (the "Voting Exchange
and Support  Agreement") to make provision for and establish a procedure whereby
voting rights in the Company will be  exercisable by the Trustee for the benefit
of the holders of Exchangeable Shares (the  "Beneficiaries");  Goldstrike issued
to the  Trustee,  for the  benefit  of the  Beneficiaries,  one share of special
voting stock, $.001 par value (the "Goldstrike Special Voting Share") and Callco
granted to the Trustee the right, under certain circumstances, to require Callco
to purchase the Exchangeable Shares.

                                       2
Immediately  prior to the Share Purchase,  Goldstrike  transferred to Goldstrike
Leasco Inc.,  a  newly-formed  Nevada  corporation  wholly  owned by  Goldstrike
("Leasco")  all of  Goldstrike's  rights and  interests in that certain  Mineral
Property  Sale  Agreement  previously  entered into by  Goldstrike.  The Mineral
Property Sale Agreement was filed by Goldstrike with the Securities and Exchange
Commission as Exhibit 10.1 to Goldstrike's Annual Report on Form 10-KSB filed on
March 24, 2005.

Simultaneously  with the  closing  of the  Share  Purchase,  upon the  terms and
conditions  of a  split-off  agreement,  which has been  attached  hereto and is
incorporated herein by reference (the "Split-off Agreement"),  among Goldstrike,
Leasco,  Dr. Yenyou Zheng (the  "Split-off  Purchaser")  and Gran Tierra Energy,
Goldstrike sold all the issued and outstanding shares of capital stock of Leasco
(the  "Leasco  Shares") to the  Split-off  Purchaser  in exchange for all of the
shares of Common Stock owned by the Split-off  Purchaser  and the  assumption by
the Split-off Purchaser of all responsibilities  for any debts,  obligations and
liabilities of Leasco.

In connection with the  consummation  of the Share Purchase,  the address of our
principal  executive  offices was changed to 10th Floor,  610-8th  Avenue  S.W.,
Calgary,  Alberta,  Canada  T2P 1G5 and the  telephone  number of our  executive
offices was changed to (403) 537-3218.

BUSINESS

Goldstrike

Goldstrike  was  incorporated  in the  State of Nevada on June 9, 2003 to pursue
opportunities in the field of mineral exploration. On June 30, 2003, pursuant to
the  Mineral  Property  Sale  Agreement,  Goldstrike  acquired a 100%  undivided
mineral interest in properties  located in the Kamloops Mining Division,  in the
Province of British Columbia, Canada (the "Goldstrike Property").

In July 2005,  Goldstrike  retained P & L Geological Services ("P&L") to conduct
the first phase of  exploration on the  Goldstrike  Property.  On its review and
sampling,  P&L  indicated  that the  Goldstrike  Property  did not host  readily
available areas of significant  mineralization for follow-up exploration.  Based
on P&L's report,  Goldstrike  decided not to conduct any further  exploration on
these  mineral  claims  and  began  to  review  other  potential   resource  and
non-resource assets for acquisition.

Gran Tierra Energy

Gran  Tierra  Energy  is a private  international  oil and gas  exploration  and
production  company,  incorporated  in  Canada  in  January  2005.  The  Company
commenced  business  activity  in May 2005 with  capital  obtained  through  its
initial  financing of approximately  $1.8 million.  Its vision and mandate is to
move aggressively and purposefully to build a substantial international presence
and record of success,  initially  focusing on business  opportunities  in South
America  with the  intent to expand  its  activities  in the  future  into North
Africa, the Middle East and Southeast Asia.

Gran  Tierra  Energy  was  founded  to  capitalize  on the depth and  breadth of
experience  of the  management  team,  to  access  exploration  and  development
opportunities   and  leverage   strategic   relationships  to  build  a  diverse
international oil and gas company.

The Gran Tierra Energy  management  team  consists of four senior  international
energy   professionals   representing   over  one  hundred   years  of  hands-on
international  exploration and production  operations  experience in most of the
world's  principal  petroleum  producing  regions.  Three of the  members of the
management  team were most  recently  employed by EnCana  Corporation,  Canada's
largest oil and gas  company by market  capitalization.  Two of the  founders of
Gran Tierra Energy are also founders of Saxon Energy Services Inc., an expanding
Canadian public company involved in oil and gas drilling and related services in
South America.

                                       3
Since its  inception  in May,  Gran  Tierra  Energy has  acquired  interests  in
producing   and   non-producing   properties   in  Argentina   (the   "Argentine
Acquisition")  and  has  developed  an  inventory  of  future   exploration  and
production  opportunities that is expected to consolidate the Company's presence
in Argentina,  provide entry into other countries in South America and provide a
base for future growth.

Gran Tierra Energy made a formal offer to purchase the Argentina  assets of Dong
Won  Corporation  S.A on May 30, 2005,  that was accepted on June 22, 2005.  The
Argentine  Acquisition  closed on  September  1,  2005,  and  consists  of a 14%
participation  in  several  producing  oil  fields  governed  by a single  joint
venture,  and a 50% interest in two additional  properties.  The major property,
Palmar  Largo,  produces  approximately  350  barrels per day to Gran Tierra and
generates  operating  cash  flow of  approximately  $200,000  per  month  to the
Company. The total acquisition cost was approximately $7 million.

The Palmar Largo joint venture is operated by Pluspetrol  S.A. The area has been
producing  since  1984 and is in the later  stages  of its  production  life.  A
planned  two-well  drilling  program  is now  nearing  completion.  The  initial
exploration well was not commercially  successful;  a second development well is
currently drilling.

The Palmar Largo acquisition was not made for its exploration  upside but rather
to  establish  cash flow in a region of interest  to Gran  Tierra  Energy and to
establish a presence and base for  expansion.  It is a strategic  first step for
the Company.  Still, 3-D seismic has identified several leads and prospects that
are potential drilling candidates.

Concurrent  with  the  Argentine  Acquisition,   Gran  Tierra  Energy  commenced
negotiation  of a business  combination  with  Goldstrike.  To facilitate  these
negotiations, Goldstrike provided a bridge loan to Gran Tierra Energy to finance
the Argentine  Acquisition.  Upon the  effectiveness of the consolidation of the
companies, this loan was to be forgiven. The consolidation of the two companies,
affected  by the  Share  Purchase,  has been  consummated  and the loan has been
forgiven.

The Company

On November 10, 2005, the two companies  consummated  the Share Purchase and the
Split-off and adopted the business plan of Gran Tierra Energy.  The  combination
of Goldstrike,  Gran Tierra Energy and the Argentina  properties acquired in the
Argentine Acquisition brings to the Company business components essential to the
success and growth of the Company:  the vision and senior management  experience
of Gran Tierra Energy,  an appropriate  first property  acquisition  through the
Argentine  Acquisition  and  access  to the  U.S.  capital  markets  as a public
company.

Our plan is to  create  value in the  international  oil & gas  exploration  and
development  industry,  initially in South  America.  Our  business  strategy is
founded on several principles:

      o     Engage   qualified,    experienced,    intelligent   and   motivated
            professionals

      o     Position the Company in countries that welcome  foreign  investment,
            provide  attractive  fiscal  terms and offer  previously  ignored or
            undervalued opportunities;

      o     Establish  an  effective  local  presence  and  leverage  management
            experience  and  synergies   with   strategic   partners  to  access
            proprietary deal flow;

      o     Create alliances with companies that are active in areas of interest
            to the Company, and consolidate initial land/property positions;

      o     Build a balanced portfolio of production,  development, step-out and
            more speculative exploration opportunities;

      o     Mix technical excellence with common sense;

                                       4
o     Take a pragmatic approach to business; and

      o     Transact  business in familiar  countries  with familiar  people and
            familiar assets.

Industry Overview

Although  prices for oil and natural gas  fluctuate on the  commodities  market,
prices have been at or near record highs over the past year. Oil and natural gas
exploration and development  activity in many countries is or has been dominated
by larger companies,  that have overlooked or undervalued  smaller-sized oil and
gas opportunities, some of which have not been considered economically viable in
a lower price environment.  This creates opportunities for more nimble,  smaller
companies like Gran Tierra.

High energy  prices make  smaller  fields more  economic;  small fields are less
attractive  for large  companies  who need larger  projects  to  maintain  their
growth.  In many  instances,  larger  companies are disposing of their  smaller,
non-core  assets.  However,  many small  companies  have  limited  international
management depth, limited access to capital,  and limited operating  capability,
including  access to drilling rigs. In some countries,  smaller fields have been
overlooked or undervalued.  More  progressive  governments  have recognized this
unrealized potential, and are moving to attract smaller companies.

The  international  oil and gas  industry is  extremely  diverse and offers very
different  opportunities for different companies in different  countries.  There
are several realities, however, that are pervasive:

      o     Oil and gas reserves tend to be  distributed  in a pyramid  pattern.
            The distribution of oil and gas reserves is generally  depicted as a
            "pyramid"  with the greatest  number of fields being smaller  fields
            and with very few large  fields.  Because  of their  size,  the very
            large  fields  are more  easily  located  - most have  already  been
            discovered  and tend be the most  economical to produce  (though not
            always).

      o     Oil and gas companies tend to be  distributed in a pyramid  pattern.
            Oil and gas companies  tend to be  distributed  in a pattern that is
            similar  to that  of oil and gas  reserves.  There  are  many  small
            companies  and  few  very  large   companies   (the  super  majors).
            Furthermore,  large  companies tend to shed smaller  non-core assets
            that then become available for acquisition by smaller  companies and
            as a result small companies tend to proliferate.

      o     In a mature producing area with a mature  industry,  the entirety of
            the resource  pyramid is being  explored and developed by both small
            and large oil and gas  companies.  In less mature  areas where small
            companies have been discouraged,  the potential of the resource base
            and resource industry has not been fully realized.

      o     New opportunities for smaller  companies.  High energy prices,  more
            open energy  policies  and  continuing  divestitures  are creating a
            significant  opportunity  for smaller  companies  today,  in certain
            countries in particular.

      o     The general consensus within the energy industry  indicates that the
            higher oil prices we currently are experiencing are not a short-term
            phenomenon.   According  to  the  NYMEX  futures   exchange,   which
            represents the market's view on future  prices,  prices near $60 per
            barrel can be  expected  for the next three  years and remain in the
            mid-$50s range for several more years.

      o     By its  nature,  finding  and  producing  oil  and  gas  is a  risky
            business.  Oil and gas  deposits  may be  located  miles  below  the
            earth's surface.  There is no guarantee,  despite the sophistication
            of modern exploration techniques, that oil or gas will be present in
            a particular  location without drilling.  Additionally,  there is no
            guarantee  that a  discovery  will be  commercially  viable  without
            follow up drilling,  nor can there be any guarantee that such follow
            up drilling will be  successful.  There is  furthermore no guarantee
            that reserves once established will produce at expected rates. Added
            to this are the  vagaries of politics  and fiscal  systems  that can
            render a project  economic  one day and  uneconomic  the  next,  and
            societies  that can  threaten  the safety and security of workers or
            the reputation of the company.

      o     The oil and gas  industry is capital  intensive -  particularly  for
            startups  that cannot  depend on  cashflow to fund their  ambitions.
            Investment  decisions  are based on long time horizons - the typical
            oil and gas project has a life of 20+ years. Economics and value are
            based on a long-term perspective.  This can be extremely problematic
            for investors looking for quarterly results,  especially for smaller
            companies  that do not have a large  portfolio and an  assembly-line
            approach to their work.  These  companies  will progress in fits and
            starts,   especially   relative  to  their  size.   They  will  have
            disappointments  and they will have  successes,  some large and some

                                       5
small.

      o     The  production  profile for a  substantial  majority of oil and gas
            reservoirs  is a  declining  trend -  Production  from an oil or gas
            field with a fixed number of wells declines over time.  That decline
            rate  varies   depending  on  the  reservoir  and   well/development
            characteristics but in general, steepest declines are earlier in the
            production life of the field. Typically, production falls to a point
            where  revenues  are  insufficient  to cover  operating  costs  (the
            project reaches its economic limit) and the field is abandoned.

      o     Production  levels in a field can be  maintained  by more  intensive
            drilling  and/or  enhancement of existing wells and such efforts are
            usually  made to offset the  natural  decline in  production.  A low
            price environment,  budgetary constraints or lack of imagination can
            prevent companies from taking appropriate action,  however. This can
            present a significant  opportunity for new operators in a high price
            environment.

      o     Chance of exploration success in areas where there is no oil and gas
            activity  is low.  The  average  chance  of  success  for  `wildcat'
            exploration wells,  globally, is less than 10%. In other words, 9 of
            10 wells are  unsuccessful.  An  exploration  success of 30% (one of
            three wells successful) is a significant accomplishment.

Growth Opportunities

In general, growth for an oil and gas company is measured in terms of production
and reserves,  and  corresponding  cash flow. A significant  determinant of cash
flow is prices, over which a single oil company has no control.  Price movements
provide  significant  cash windfalls or depressions that likewise tend to impact
market valuation,  but the ultimate  viability of an oil and gas company depends
on underlying reserve and production fundamentals.

In many ways,  growth is easier to achieve  for a smaller  company  than a large
company,  as a small  company  begins  from a small  base and  small  steps  can
represent  large  percentages.  Large  companies,  however,  are able to  absorb
failures  without  jeopardizing  the viability of their company.  Their stronger
balance sheets and financial  positions provide a competitive  advantage,  allow
them to take more risk and often attract the most qualified people.

There are  essentially  two ways to grow an oil and gas  company - by  acquiring
production/reserves or by acquiring land and drilling.  Acquisitions provide the
greatest  impact  over the  shortest  period  of time but they may or may not be
self-sustaining.  Acquisition of land and subsequent  drilling is a long process
with a  limited  chance  of  success.  Land  is  often  competitively  tendered.
Appraisal usually requires geological and geophysical work, assessment and time,
that may or may not support the drilling of an exploration well.

The Company's  growth  strategy  focuses on building a portfolio of  production,
exploration prospects and land by selective acquisitions,  where future drilling
will add value.

RISK FACTORS

Our future  revenues  will be derived  from  international  oil and  natural gas
exploration  and  development.  There are numerous and varied  risks,  known and
unknown, that may prevent us from achieving our goals, including those described
below.  The risks  described  below are not the only ones Gran Tierra will face.
Additional  risks not presently known to us or that we currently deem immaterial
may also impair our financial performance and business operations. Our business,
financial condition or results of operation may be materially adversely affected
by the nature and impact of these risks.  In such case,  the market value of our
securities  could  decline,  and  investors  may  lose  all  or  part  of  their
investment.  Please  refer to the other  information  contained  in this Current
Report for further  details  pertaining to the Company's  business and financial
condition.

                                       6
RISKS RELATED TO OUR BUSINESS

We  are a new  enterprise  engaged  in  the  business  of oil  and  natural  gas
exploration  and  development.  The business of exploring  for,  developing  and
producing  oil and  natural  gas  reserves  is  inherently  risky.  We will face
numerous and varied  risks,  both known and  unknown,  which may prevent us from
achieving our goals. Some of these risks are described below. Even a combination
of experience,  knowledge and careful evaluation may be unable to overcome these
risks.

We Are A Development Stage Company. We Have Limited Operating History For You To
Evaluate Our Business. We May Never Attain Profitability.

We are a development  stage company and have limited  current oil or natural gas
operations.  As an oil and gas exploration and development  company with limited
operating  history,  it is  difficult  for  potential  investors to evaluate our
business.  Our proposed  operations  are  therefore  subject to all of the risks
inherent  in light  of the  expenses,  difficulties,  complications  and  delays
frequently  encountered in connection with the formation of any new business, as
well as those  risks that are  specific to the oil and gas  industry.  Investors
should evaluate us in light of the delays, expenses,  problems and uncertainties
frequently  encountered  by  companies  developing  markets  for  new  products,
services and technologies. We may never overcome these obstacles.

Our  business  is  speculative  and  dependent  upon the  implementation  of our
business  plan and our ability to enter into  agreements  with third parties for
the  rights to  exploit  potential  oil and gas  reserves  on terms that will be
commercially  viable for us. There can be no assurance  that our efforts will be
successful  or result in revenue or profit.  There is no assurance  that we will
earn  significant  revenues  or  that  investors  will  not  lose  their  entire
investment.

Unanticipated  Problems in Our Argentina  Operations May Harm Our Business and
Our Viability.

If our Argentina operations,  in particular the Palmar Largo property,  which is
the  principal  asset in this location at this time,  are  disrupted  and/or the
economic integrity of these projects is threatened for unexpected reasons (which
may  be  due to  technical  difficulties,  geographic  and  weather  conditions,
business reasons or otherwise),  our business may experience a setback.  Because
we  are  at the  beginning  stages  of  our  development,  we  are  particularly
vulnerable  to these  events.  Prolonged  problems may  threaten the  commercial
viability of our Argentina operations.  Moreover,  the occurrence of significant
unforeseen conditions or events in connection with the Argentine Acquisition may
cause us to question the  thoroughness of our due diligence and planning process
which  occurred prior to the  acquisition,  which may cause us to reevaluate our
business model and the viability of our contemplated business.  Such actions and
analysis may adversely affect our business.

We May Be Unable to Obtain Development Rights We Need to Build Our Business.

Our  business  plan  focuses  on   international   exploration   and  production
opportunities,  initially  in South  America  and later in North  Africa and the
Middle East and Southeast  Asia. We have thus far acquired three  properties for
exploration and development in Argentina. In the event that we do not succeed in
negotiating additional property  acquisitions,  our future prospects will likely
be substantially  limited,  and our financial condition and results of operation
may be materially adversely affected.

Our Lack of  Diversification  Will  Increase the Risk of an Investment in Gran
Tierra.

Our  business  will  focus on the oil and gas  industry  in a limited  number of
properties, initially in Argentina, with the intention of expanding elsewhere in
South  America  and later into North  Africa and the Middle  East and  Southeast
Asia. Larger companies have the ability to manage their risk by diversification.
However,  we will  lack  diversification,  in  terms  of  both  the  nature  and
geographic scope of our business.  As a result,  we will likely be impacted more
acutely by factors  affecting  our  industry  or the regions in which we operate
than we would if our business were more diversified.

Strategic Relationships upon Which We May Rely are Subject to Change.

Gran Tierra's ability to successfully bid on and acquire additional  properties,
to discover reserves,  to participate in drilling  opportunities and to identify
and enter into commercial  arrangements with customers will depend on developing
and maintaining close working  relationships  with industry  participants and on
our  ability  to select  and  evaluate  suitable  properties  and to  consummate
transactions in a highly competitive environment. These realities are subject to
change and may impair Gran Tierra's ability to grow.

                                       7
To develop our business,  we will endeavor to use the business  relationships of
our management to enter into strategic relationships, which may take the form of
joint  ventures  with other  private  parties or with local  government  bodies,
contractual arrangements with other oil and gas companies,  including those that
supply equipment and other resources that we will use in our business. There can
be  no  assurances   that  we  will  be  able  to  establish   these   strategic
relationships,  or if  established  that the  relationships  will continue to be
maintained.  In  addition,  the  dynamics of our  relationships  with  strategic
partners may require us to incur  expenses or undertake  activities we would not
otherwise be inclined to in order to fulfill our  obligations  to these partners
or  maintain  our  relationships.   If  our  strategic   relationships  are  not
established or maintained, our business may suffer.

Competition in Obtaining  Rights to Explore and Develop Oil and Gas Reserves and
to Market Our Production May Impair Our Business.

The oil and gas industry is highly competitive. Other oil and gas companies will
bid for exploration and production licenses and other properties and services we
will  need to  operate  our  business  in the  countries  in which we  expect to
operate,  thereby providing competition to us for these rights. This competition
is  increasingly  intense as prices of oil and  natural  gas on the  commodities
markets has risen in recent years. Additionally,  other companies engaged in our
line of business may compete with us from time to time in obtaining capital from
investors.  Competitors  include  larger,  foreign owned  companies,  which,  in
particular, may have access to greater resources than us, may be more successful
in the  recruitment  and retention of qualified  employees and may conduct their
own  refining  and  petroleum  marketing  operations,  which  may  give  them  a
competitive  advantage.  In  addition,  actual or potential  competitors  may be
strengthened  through the acquisition of additional assets and interests.  If we
are  unable  to  compete   effectively  or  adequately  respond  to  competitive
pressures,  this  inability  may  materially  adversely  affect  our  results of
operation and financial condition.

We May Be Unable to Obtain Additional Capital That We Will Require to
Implement Our Business Plan.

We expect  that  current  capital  and our  other  existing  resources,  will be
sufficient only to provide a limited amount of working capital, and the revenues
generated from the Argentina properties will not alone be sufficient to fund our
operations or planned growth. We will require  additional capital to continue to
operate  our  business  beyond  the  initial  phase  of  these  three  Argentina
properties, and to expand our exploration and development programs to additional
properties.  There are no  assurance  that we will be able to obtain the capital
required in such a short period of time or at all.

Future  acquisitions  and  future  exploration,   development,   production  and
marketing  activities,  as  well as our  administrative  requirements  (such  as
salaries,  insurance  expenses and general overhead  expenses,  as well as legal
compliance costs and accounting  expenses) will require a substantial  amount of
additional capital and cash flow.

Shortly after the closing of the Share Exchange, we will require such additional
capital and we therefore plan to pursue sources of such capital  through various
financing  transactions or  arrangements  including joint venturing of projects,
debt financing,  equity financing or other means.  There is no assurance that we
will be  successful  in locating a suitable  financing  transaction  in the time
period  required  or at all,  or that we will be  successful  in  obtaining  the
capital we require by other means.  Moreover,  there is no assurance that, if we
do succeed in raising additional  capital shortly after the Share Exchange,  the
capital received will be sufficient to fund our operations going forward without
obtaining  additional  capital  financing.  Furthermore,  future  financings are
likely  to be  dilutive  to the  stockholders,  as we  will  most  likely  issue
additional  shares of Common  Stock or other  equity to the  investors in future
financing transactions.

Our ability to obtain  needed  financing  may be impaired by such factors as the
capital  markets (both generally and in the oil and gas industry in particular),
our status as a new enterprise  without a demonstrated  operating  history,  the
location of our oil and natural  gas  properties  in  developing  countries  and
prices of oil and natural gas on the  commodities  market (which will impact the
amount of asset-based financing available to us). Further, if oil and/or natural
gas prices on the commodities  markets  decrease,  then our revenues will likely
decrease, and decreased revenues may increase our requirements for capital. Some
of the  contractual  arrangements  governing  our  operations  may require us to
maintain  minimum  capital,  and we may  lose  our  contract  rights  (including
exploration,  development and production  rights) if we do not have the required
minimum  capital.  If the amount of capital we are able to raise from  financing
activities,  together with our revenues from  operations,  is not  sufficient to
satisfy our capital needs (even to the extent that we reduce our  operations) we
may be required to cease our operations.

                                       8
We May Be Unable To Meet Our Capital Requirements In The Future.

We may need additional  capital in the future,  which may not be available to us
on reasonable terms or at all. The raising of additional capital may dilute your
ownership in the Company.  We may need to raise  additional funds through public
or  private  debt or  equity  financings  in  order to meet  various  objectives
including but not limited to:

      o     pursuing growth opportunities, including more rapid expansion;

      o     acquiring complementary businesses;

      o     making capital improvements to improve our infrastructure;

      o     hiring qualified management and key employees;

      o     responding to competitive pressures;

      o     complying with licensing, registration and other requirements; and

      o     maintaining compliance with applicable laws.

Any  additional  capital  raised  through  the sale of equity  may  dilute  your
ownership  percentage  in us.  This could also  result in a decrease in the fair
market  value of our equity  securities  because our assets  would be owned by a
larger pool of  outstanding  equity.  The terms of securities we issue in future
capital transactions may be more favorable to our new investors, and may include
preferences,  superior  voting  rights and the  issuance  of  warrants  or other
derivative  securities,  and issuances of incentive awards under equity employee
incentive plans, which may have a further dilutive effect.

Furthermore,  any additional financing we may need may not be available on terms
favorable  to us, or at all.  If we are  unable to  obtain  required  additional
financing, we may be forced to curtail our growth plans or cut back our existing
operations.

We may incur substantial costs in pursuing future capital  financing,  including
investment banking fees, legal fees,  accounting fees, securities law compliance
fees,  printing  and  distribution  expenses  and  other  costs.  We may also be
required to recognize non-cash expenses in connection with certain securities we
may issue, such as convertible  notes and warrants,  which will adversely impact
our financial condition.

We May Not Be Able To Effectively Manage Our Growth.

Our strategy envisions expanding our business.  If we fail to effectively manage
our growth, our financial results could be adversely affected.  Growth may place
a strain on our management systems and resources. We must continue to refine and
expand our business development capabilities,  our systems and processes and our
access to  financing  sources.  As we grow,  we must  continue  to hire,  train,
supervise  and manage new  employees.  We cannot assure you that we will be able
to:

      o     meet our capital needs;

      o     expand our systems effectively or efficiently or in a timely manner;

      o     allocate our human resources optimally;

      o     identify and hire qualified employees or retain valued employees; or

      o     incorporate  effectively  the components of any business that we may
            acquire in our effort to achieve growth.

                                       9
If we are unable to manage our growth and our operations  our financial  results
could be adversely affected.

Our Business May Suffer If We Do Not Attract and Retain Talented Personnel.

Our success will depend in large measure on the abilities,  expertise, judgment,
discretion  integrity and good faith of our  management  and other  personnel in
conducting the business of Gran Tierra. We have a small management team, and the
loss of a key individual or inability to attract suitably  qualified staff could
materially adversely impact our business. We may also experience difficulties in
certain  jurisdictions  in our efforts to obtain  suitably  qualified  staff and
retaining  staff  who are  willing  to work in that  jurisdiction.  Our  success
depends on the ability of our management  and employees to interpret  market and
geological  data  correctly and to interpret and respond to economic  market and
other   conditions  in  order  to  locate  and  adopt   appropriate   investment
opportunities  monitor such investments and ultimately if required  successfully
divest  such  investments.  Further,  no  assurance  can be  given  that our key
personnel will continue their association or employment with Gran Tierra or that
replacement personnel with comparable skills can be found. We have sought to and
will continue to ensure that management and any key employees are  appropriately
compensated;  however, their services cannot be guaranteed.  If we are unable to
attract and retain key personnel, our business may be adversely affected.

Our  Management  Team  Does Not Have  Extensive  Experience  in  Public  Company
Matters.

Our management team has had limited U.S. public company management experience or
responsibilities,  which  could  impair  our  ability  to comply  with legal and
regulatory  requirements such as the  Sarbanes-Oxley  Act of 2002 and applicable
federal  securities laws including filing required reports and other information
required on a timely basis.  There can be no assurance that our management  will
be able to implement and affect programs and policies in an effective and timely
manner that adequately  respond to increased  legal,  regulatory  compliance and
reporting  requirements  imposed by such laws and  regulations.  Our  failure to
comply with such laws and regulations  could lead to the imposition of fines and
penalties and further result in the deterioration of our business.

Risks Related to our Prior Business May Adversely Affect our Business.

Prior to the Share  Exchange,  the  business  of the  Company  involved  mineral
exploration,  with a view towards  development and production of mineral assets,
conducted by  Goldstrike,  including  ownership  of 32 mineral  claim units in a
property in British  Columbia,  Canada and the exploration of this property.  We
have  determined  not to  pursue  this  line of  business  following  the  Share
Exchange.  However, claims arising from the former business of Goldstrike may be
made against us. These claims may arise from Goldstrike's  activities (including
employee  and  labor  matters),  financing  and  credit  arrangements  or  other
commercial  transactions.  While no  claims  are  pending  and we have no actual
knowledge of any threatened  claims,  it is possible that third parties may seek
to make claims against us. Even if asserted claims are without merit and we have
no liability,  defense  costs and the  distraction  of management  attention may
adversely affect our business.  If any potential claims are made against us, our
business could suffer, in particular if any such claims are material in terms of
their  magnitude or complexity.  Therefore,  claims arising from the business of
Goldstrike prior to the Share Exchange may have a material adverse affect on the
Company's  business  in the future.  While the  relevant  definitive  agreements
executed  in  connection  with  the  Split-o  provide   indemnities  to  us  for
liabilities  arising from the prior  business  activities of  Goldstrike,  these
indemnities  may not be  sufficient  to  fully  protect  us from all  costs  and
expenses.

RISKS RELATED TO OUR INDUSTRY

Our  Exploration  for Oil and Natural  Gas Is Risky and May Not Be  Commercially
Successful.

Oil and natural gas exploration  involves a high degree of risk. These risks are
more acute in the earlier stages of exploration. There is no assurance that Gran
Tierra's  expenditures  on exploration  will result in new discoveries of oil or
natural gas in commercially  viable  quantities.  It is difficult to project the
costs of  implementing  an  exploratory  drilling  program  due to the  inherent
uncertainties  of  drilling in unknown  formations,  the costs  associated  with
encountering  various drilling conditions such as over pressured zones and tools
lost in the hole,  and changes in drilling  plans and  locations  as a result of
prior exploratory wells or additional seismic data and interpretations  thereof.
If exploration  costs exceed our estimates or if our exploration  efforts do not
produce results which meet our expectations,  our exploration efforts may not be
commercially  successful,  which  could  have a material  adverse  affect on our
results of operation and financial condition.

                                       10
We May Not Be Able to Develop  Oil and Gas  Reserves on an  Economically  Viable
Basis.

To the extent that we succeed in discovering oil and/or natural gas reserves, we
cannot  assure  that these  reserves  will be capable  of  production  levels we
project or in sufficient  quantities to be commercially  viable.  On a long-term
basis,  Gran  Tierra's  viability  depends on our  ability  to find or  acquire,
develop and commercially  produce  additional oil and gas reserves.  Without the
addition of reserves through exploration, acquisition or development activities,
our reserves and production will decline over time as reserves are produced. Our
future  reserves  will depend not only on our  ability to develop  then-existing
properties,  but also on our ability to identify and acquire additional suitable
producing  properties or prospects,  to find markets for the oil and natural gas
we develop and to effectively distribute our production into our markets.

Future oil and gas exploration may involve  unprofitable  efforts, not only from
dry wells, but from wells that are productive but do not produce  sufficient net
revenues  to  return  a  profit  after  drilling,  operating  and  other  costs.
Completion  of a well does not assure a profit on the  investment or recovery of
drilling,  completion  and operating  costs.  In addition,  drilling  hazards or
environmental damage could greatly increase the cost of operations,  and various
field operating  conditions may adversely  affect the production from successful
wells.  These conditions include delays in obtaining  governmental  approvals or
consents,   shut-downs  of  connected   wells  resulting  from  extreme  weather
conditions,  problems in storage and  distribution  and adverse  geological  and
mechanical  conditions.  While we will  endeavor  to  effectively  manage  these
conditions,  we cannot be assured of doing so optimally, and we will not be able
to eliminate them completely in any case. Therefore,  these conditions will have
some adverse  effect on our revenue and cash flow levels to varying  degrees and
result in the  impairment  of our oil and  natural gas  interests,  which may be
material.

Estimates of Oil and Natural Gas Reserves that We Make May Be Inaccurate.

We will make estimates of oil and natural gas reserves,  upon which we will base
our financial  projections.  We will make these reserve  estimates using various
assumptions,  including  assumptions as to oil and natural gas prices,  drilling
and operating expenses,  capital expenditures,  taxes and availability of funds.
Some of these  assumptions  are inherently  subjective,  and the accuracy of our
reserve  estimates  relies  in  part  on the  ability  of our  management  team,
engineers and other  advisors to make  accurate  assumptions.  Economic  factors
beyond our control,  such as interest rates and exchange rates, will also impact
the value of our  reserves.  The process of  estimating  oil and gas reserves is
complex, and will require us to use significant decisions and assumptions in the
evaluation of available geological,  geophysical,  engineering and economic data
for each  property.  As a  result,  our  reserve  estimates  will be  inherently
imprecise.  Actual  future  production,  oil and natural  gas prices,  revenues,
taxes,   development   expenditures,   operating   expenses  and  quantities  of
recoverable oil and gas reserves may vary  substantially from those we estimate.
If actual production results vary substantially from our reserve estimates, this
could have a materially  adverse  affect on our operating  results and financial
condition and result in the impairment of our oil and natural gas interests.

Drilling New Wells Could Result in New Liabilities.

There are risks  associated  with the  drilling  of oil and  natural  gas wells,
including encountering unexpected formations or pressures, premature declines of
reservoirs,  blow-outs, craterings, sour gas releases, fires and spills. Reduced
revenues or losses  resulting  from the  occurrence  of any of these risks could
have a materially  adverse  effect on us and our future  results of  operations.
Gran Tierra may become  subject to liability for  pollution,  blow-outs or other
hazards. We will obtain insurance with respect to these hazards,  however,  such
insurance has  limitations  on liability that may not be sufficient to cover the
full extent of such  liabilities.  The payment of such liabilities  could reduce
the funds  available  to Gran  Tierra or could in an extreme  case,  result in a
total loss of its  properties  and assets.  Moreover,  there can be no assurance
that Gran Tierra will be able to maintain  adequate  insurance  in the future at
rates that are considered reasonable.  Oil and natural gas production operations
are also subject to all the risks  typically  associated  with such  operations,
including  premature  decline  of  reservoirs  and the  invasion  of water  into
producing formations.

                                       11
Decommissioning Costs Are Unknown and May be Substantial.

Gran Tierra may become  responsible  for costs  associated  with  abandoning and
reclaiming  wells,  facilities and pipelines  which we use for production of oil
and gas reserves.  Abandonment and reclamation of these facilities and the costs
associated therewith is often referred to as  "decommissioning." We have not yet
determined whether we will establish a reserve account for these potential costs
in respect of any of our current properties or facilities, or if we will satisfy
such costs of decommissioning from the proceeds of production in accordance with
the practice generally employed in onshore and offshore oilfield operations.  If
decommissioning  is required prior to economic depletion of our properties or if
our estimates of the costs of  decommissioning  exceed the value of the reserves
remaining at any particular  time to cover such  decommissioning  costs,  we may
have to draw on funds from other sources to satisfy such costs. The use of other
funds to satisfy  such  decommissioning  costs could have a  materially  adverse
effect on our financial position and future results of operations.

If We Are  Unable  to  Obtain  Necessary  Facilities,  Our  Operations  Will  Be
Hampered.

Oil and natural gas exploration and development  activities are dependent on the
availability  of  drilling  and  related  equipment,  transportation,  power and
technical  support  in the  particular  areas  where  these  activities  will be
conducted, and our access to these facilities may be limited. To the extent that
we  conduct  our  activities  in  remote  areas,  needed  facilities  may not be
proximate to our operations,  which will increase our expenses.  Demand for such
limited  equipment and other  facilities or access  restrictions  may affect the
availability  of such equipment to us and may delay  exploration and development
activities.  The quality and  reliability  of necessary  facilities  may also be
unpredictable  and we  may be  required  to  make  efforts  to  standardize  our
facilities,  which may entail  unanticipated costs and delays.  Shortages and/or
the  unavailability  of necessary  equipment or other facilities will impair our
activities,  either  by  delaying  our  activities,   increasing  our  costs  or
otherwise. We May Have Difficulty Distributing Our Production.

In order to sell the oil and natural  gas that we are able to  produce,  we will
have to make  arrangements for storage and  distribution to the market.  We will
rely on local  infrastructure and the availability of transportation for storage
and shipment of our products,  but  infrastructure  development  and storage and
transportation  facilities  may be  insufficient  for our needs at  commercially
acceptable  terms  in  the  localities  in  which  we  operate.   This  will  be
particularly  problematic  to the extent that our  operations  are  conducted in
remote areas that are  difficult to access,  such as areas that are distant from
shipping  and/or  pipeline  facilities.  These factors may affect our ability to
explore  and  develop  properties  and to store  and  transport  our oil and gas
production and may increase our expenses.

Furthermore, there can be no assurance that future instability in one or more of
the countries in which we will operate, weather conditions or natural disasters,
actions by companies  doing business  there,  labor disputes or actions taken by
the  international  community  will not have a  material  adverse  effect on the
distribution  of oil and/or natural gas and in turn on our financial  conditions
or operations.

Prices  and  Markets  for Oil and  Natural  Gas Are  Unpredictable  and  Tend to
Fluctuate Significantly.

Oil and natural gas are commodities  whose prices are determined  based on world
demand,  supply and other  factors,  all of which are beyond our control.  World
prices for oil and natural gas have fluctuated widely in recent years. We expect
that  prices  will  fluctuate  in the  future.  Price  fluctuations  will have a
significant  impact upon our  revenue,  the return from our  reserves and on our
financial  condition  generally.  Price  fluctuations  for oil and  natural  gas
commodities may also impact the investment  market for companies  engaged in the
oil and gas industry. Although during 2005 market prices for oil and natural gas
have risen to near-record  levels,  there is no assurance that these prices will
remain at current levels.  Future decreases in the prices of oil and natural gas
may have a material adverse effect on our financial condition and future results
of operations.

                                       12
Increases  in Our  Operating  Expenses  will  Impact Our  Operating  Results and
Financial Condition.

Exploration,  development,  production, marketing (including distribution costs)
and regulatory  compliance costs (including taxes) will substantially impact the
net  revenues we derive  from the oil and gas that we  produce.  These costs are
subject to  fluctuations  and  variation in  different  locales in which we will
operate,  and we may not be able to  predict or control  these  costs.  If these
costs  exceed our  expectations,  this may  adversely  affect our  results  from
operations. In addition, we may not be able to earn net revenue at our predicted
levels, which may impact our ability to satisfy our obligations or may otherwise
adversely affect our financial condition.

Penalties We May Incur Could Impair Our Business.

Failure to comply  with  government  regulations  could  subject us to civil and
criminal penalties,  could require us to forfeit property rights, and may affect
the value of our assets.  We may also be required  to take  corrective  actions,
such as installing additional equipment increasing or taking other actions, each
of which could require us to make  substantial  capital  expenditures.  We could
also be required to indemnify our  employees in connection  with any expenses or
liabilities  that they may incur  individually  in  connection  with  regulatory
action  against them. As a result,  there could be a material  adverse effect on
our prospects, business, financial condition and our results of operation.

Environmental Risks May Adversely Affect Our Business.

All phases of the oil and natural gas business present  environmental  risks and
hazards and are  subject to  environmental  regulation  pursuant to a variety of
international  conventions  and  federal,  provincial  and  municipal  laws  and
regulations.   Environmental  legislation  provides  for,  among  other  things,
restrictions  and  prohibitions  on spills,  releases  or  emissions  of various
substances produced in association with oil and gas operations.  The legislation
also requires that wells and facility sites be operated,  maintained,  abandoned
and  reclaimed  to  the  satisfaction  of  applicable  regulatory   authorities.
Compliance with such  legislation  can require  significant  expenditures  and a
breach may result in the imposition of fines and penalties, some of which may be
material. Environmental legislation is evolving in a manner we expect may result
in  stricter   standards  and  enforcement,   larger  fines  and  liability  and
potentially increased capital expenditures and operating costs. The discharge of
oil,  natural gas or other  pollutants into the air, soil or water may give rise
to  liabilities to foreign  governments  and third parties and may require us to
incur  costs  to  remedy  such  discharge.  We can  give no  assurance  that the
application of  environmental  laws to our business will not cause us to curtail
our production or a materially increase the costs of our production, development
or exploration activities or otherwise adversely affect our financial condition,
results of operations or prospects.

Our Insurance May Be Inadequate to Cover Liabilities We May Incur.

Our  involvement in the  exploration  for and development of oil and natural gas
properties  may result in our  becoming  subject  to  liability  for  pollution,
blow-outs,  property damage, personal injury or other hazards.  Although we will
obtain  insurance in accordance  with industry  standards to address such risks,
such insurance has  limitations on liability that may not be sufficient to cover
the full extent of such  liabilities.  In  addition,  such risks may not, in all
circumstances  be insurable or, in certain  circumstances,  we may choose not to
obtain insurance to deal with specific risks due to the high premiums associated
with  such  insurance  or for  other  reasons.  The  payment  of such  uninsured
liabilities  would reduce the funds  available to us. If we suffer a significant
event or occurrence that is not fully insured against, or if the insurer of such
event is not solvent, this could have a material adverse effect on Gran Tierra's
results of operations or financial condition.

Our Business is Subject to Local Legal, Political and Economic Factors which are
Beyond Our Control.

We  initially  expect to operate  our  business  in  Argentina  and other  South
American  countries,  and to expand  into North  Africa and the Middle  East and
Southeast  Asia.  We  believe  that  Argentina's  legal  system is  sufficiently
developed, its political environment is sufficiently supportive and its economic
condition  is  sufficiently  stable  to  enable  us to plan  and  implement  our
operations,  and we expect that these  conditions in other countries in which we
plan to conduct business will be hospitable to us.

                                       13
However, there are risks that conditions will change in an adverse manner. These
risks  include,  but  are  not  limited  to,  terrorism,   military  repression,
interference  with  private  contract  rights (such as  privatization),  extreme
fluctuations  in currency  exchange  rates,  high rates of  inflation,  exchange
controls and other laws or policies  affecting  environmental  issues (including
land use and water use),  workplace safety,  foreign investment,  foreign trade,
investment or taxation,  as well as restrictions  imposed on the oil and natural
gas industry,  such as  restrictions  on  production,  price controls and export
controls. Any changes in oil and gas or investment regulations and policies or a
shift in political  attitudes in Argentina or other countries in which we intend
to operate are beyond our  control and may  adversely  affect our  business  and
future financial results.

For instance,  changes in laws in the jurisdiction in which we operate or expand
into with the effect of favoring local  enterprises,  changes in political views
regarding the exploitation of natural resources and economic  pressures may make
it more  difficult  for us to negotiate  agreements on favorable  terms,  obtain
required  licenses,  comply with  regulations  or  effectively  adapt to adverse
economic changes,  such as increased taxes, higher costs,  inflationary pressure
and currency fluctuations.  These factors, individually or in the aggregate, may
materially adversely affect our operations and financial condition.

Local Legal and Regulatory  Systems in Which We Operate May Create Uncertainty
Regarding Our Rights and Operating Activities.

As a result of the Share  Exchange,  we are a US  company  that is subject to US
laws and  regulations.  The  jurisdictions  in which we  intend to  operate  our
exploration,  development  and production  activities may have different or less
developed legal systems than the US, which may result in risks such as:

      o     effective legal redress in the courts of such jurisdictions, whether
            in respect  of a breach of law or  regulation,  or, in an  ownership
            dispute, being more difficult to obtain;

      o     a  higher  degree  of   discretion  on  the  part  of   governmental
            authorities;

      o     the lack of judicial  or  administrative  guidance  on  interpreting
            applicable rules and regulations;

      o     inconsistencies  or  conflicts  between  and  within  various  laws,
            regulations, decrees, orders and resolutions; and

      o     relative inexperience of the judiciary and courts in such matters.

In certain  jurisdictions  the commitment of local business  people,  government
officials  and agencies and the judicial  system to abide by legal  requirements
and negotiated  agreements may be more uncertain,  creating  particular concerns
with  respect to licenses  and  agreements  for  business.  These  licenses  and
agreements may be susceptible to revision or cancellation  and legal redress may
be uncertain or delayed. We can make no assurance that property right transfers,
joint  ventures,  licenses,  license  applications  or other legal  arrangements
pursuant to which we operate  will not be  adversely  affected by the actions of
government  authorities and the  effectiveness  of and enforcement of our rights
under such arrangements in these jurisdictions cannot be assured.

Our Business Will Suffer if We Cannot Obtain or Maintain Necessary Licenses.

Our  operations  will require  licenses,  permits and in some cases  renewals of
licenses and permits from various governmental  authorities.  We believe that we
will be able to  obtain  all  necessary  licenses  and  permits  to carry on the
activities which we contemplate under the three Argentina properties and that we
will be able to obtain licenses and permits  necessary for our future properties
and operations.  However, our ability to obtain,  sustain or renew such licenses
and permits on acceptable terms is subject to change in regulations and policies
and to the discretion of the applicable  governments,  among other factors.  Our
inability  to  obtain,  or our loss of or  denial of  extension  to any of these
licenses or permits may have a materially  adverse  impact on our operations and
financial condition.

Challenges to Our Properties May Impact Our Financial Condition.

Title to oil and  natural  gas  interests  is often not  capable  of  conclusive
determination without incurring  substantial expense.  While Gran Tierra intends
to make appropriate inquiries into the title of properties and other development
rights we acquire,  no absolute  assurances can be given that title defects will
not exist. In addition,  we may be unable to obtain adequate insurance for title
defects,  on a  commercially  reasonable  basis or at all.  If title  defects do
exist, it is possible that we may lose all or a portion of our right,  title and
interest in and to the properties to which the title defects relate.

                                       14
Furthermore,  no assurance  can be given that  applicable  governments  will not
revoke or  unfavorably  alter the  conditions  of  exploration  and  development
authorizations  that we procure,  or that third  parties will not  challenge any
exploration and  development  authorizations  we procure.  There is no certainty
that such rights or additional rights we apply for will be granted or renewed on
terms satisfactory to us.

If our property  rights are  reduced,  whether by  governmental  action or third
party  challenges,  our  ability to conduct  our  exploration,  development  and
production  may be impaired,  which could have a material  adverse affect on our
financial condition.

Foreign Currency Exchange Rate Fluctuations May Affect Our Financial Results.

We expect to sell our oil and natural gas production  under agreements that will
be denominated in US dollars and foreign currencies. Many of the operational and
other  expenses we incur will be paid in the local currency of the country where
we perform our  operations.  As a result,  fluctuations in the US dollar against
the  local  currencies  in  jurisdictions  where  we  operate  could  result  in
unanticipated and material fluctuations in our financial results.

We Will Rely on  Technology  to Conduct Our  Business and Our  Technology  Could
Become Ineffective Or Obsolete.

We rely on technology,  including geographic and seismic analysis techniques and
economic models,  to develop our reserve  estimates and to guide our exploration
and  development and production  activities.  We will be required to continually
enhance  and  update  our  technology  to  maintain  its  efficacy  and to avoid
obsolescence.  The costs of doing so may be substantial,  and may be higher than
the costs that we anticipate for technology  maintenance and development.  If we
are unable to maintain the efficacy of our technology, our ability to manage our
business  and to  compete  may be  impaired.  Further,  even  if we are  able to
maintain technical  effectiveness,  our technology may not be the most efficient
means of reaching our  objectives,  in which case we may incur higher  operating
costs than we would were our technology more efficient.  The impact of technical
shortcomings  could have a material  adverse effect on our prospects,  business,
financial condition and results of operations.

RISKS RELATED TO OUR COMMON STOCK

There Has Been No Established Trading Market for the Common Stock.

There has been no established  trading market for the Common Stock.  The lack of
an active  market may impair  your  ability to sell your  shares at the time you
wish to sell them or at a price  that you  consider  reasonable.  The lack of an
active market may also reduce the fair market value of your shares.  An inactive
market may also impair the Company's  ability to raise capital by selling shares
of capital stock and may impair the Company's ability to acquire other companies
or technologies by using Common Stock as consideration.

You May Have  Difficulty  Trading  and  Obtaining  Quotations  for Our  Common
Stock.

The Common Stock is currently quoted on NASD's  Over-the-Counter  Bulletin Board
under the symbol "GDSK.OB." The Common Stock is not actively traded, and the bid
and asked prices for our Common Stock have fluctuated  widely.  As a result,  an
investor may find it difficult to dispose of, or to obtain  accurate  quotations
of the price of, our  securities.  This  severely  limits the  liquidity  of the
Common  Stock,  and would  likely have a material  adverse  effect on the market
price of the Common Stock and on our ability to raise additional capital.

The Market Price of Our Common Stock Is, and Is Likely to Continue to Be, Highly
Volatile and Subject to Wide Fluctuations.

The market price of the Common  Stock is likely to be highly  volatile and could
be subject to wide  fluctuations  in  response  to a number of factors  that are
beyond our control, including:

                                       15
o     dilution caused by our issuance of additional shares of Common Stock
            and  other  forms of equity  securities,  which we expect to make in
            connection with future capital financings to fund our operations and
            growth,  to attract and retain valuable  personnel and in connection
            with future strategic partnerships with other companies;

      o     announcements  of new  acquisitions,  reserve  discoveries  or other
            business initiatives by our competitors;

      o     fluctuations in revenue from our oil and natural gas business as new
            reserves come to market;

      o     changes in the market for oil and natural gas commodities  and/or in
            the capital markets generally;

      o     changes in the demand for oil and  natural  gas,  including  changes
            resulting from the  introduction or expansion of alternative  fuels;
            and

      o     changes in the social, political and/or legal climate in the regions
            in which we will operate.

In  addition,  the  market  price of our Common  Stock  could be subject to wide
fluctuations in response to:

      o     quarterly variations in our revenues and operating expenses;

      o     changes in the valuation of similarly  situated  companies,  both in
            our industry and in other industries;

      o     changes  in  analysts'   estimates   affecting   our  company,   our
            competitors and/or our industry;

      o     changes in the accounting methods used in or otherwise affecting our
            industry;

      o     additions and departures of key personnel;

      o     announcements of technological innovations or new products available
            to the oil and natural gas industry;

      o     announcements by relevant  governments  pertaining to incentives for
            alternative energy development programs;

      o     fluctuations in interest rates,  exchange rates and the availability
            of capital in the capital markets; and

      o     significant  sales  of our  Common  Stock,  including  sales  by the
            investors  following  registration  of the  shares of  Common  Stock
            issued in this Offering and/or future  investors in future offerings
            we expect to make to raise additional capital.

These and other factors are largely beyond our control,  and the impact of these
risks, singly or in the aggregate, may result in material adverse changes to the
market price of our Common Stock and/or our results of operation  and  financial
condition.

Our Operating Results May Fluctuate  Significantly,  and These  Fluctuations May
Cause Our Stock Price to Decline.

Our operating  results will likely vary in the future primarily as the result of
fluctuations  in our revenues and  operating  expenses,  including the coming to
market of oil and natural  gas  reserves  that we are able to develop,  expenses
that we incur, the prices of oil and natural gas in the commodities  markets and
other  factors.  If our results of  operations do not meet the  expectations  of
current or potential investors, the price of our Common Stock may decline.

                                       16
We Do Not Expect to Pay Dividends In the Foreseeable Future.

We do not  intend  to  declare  dividends  for  the  foreseeable  future,  as we
anticipate  that we will  reinvest any future  earnings in the  development  and
growth of our business.  Therefore,  investors will not receive any funds unless
they sell  their  Common  Stock,  and  stockholders  may be unable to sell their
shares on favorable terms or at all.  Investors  cannot be assured of a positive
return  on  investment  or that they  will not lose the  entire  amount of their
investment in the Common Stock.

Applicable  SEC Rules  Governing the Trading of "Penny Stocks" Limit the Trading
and  Liquidity of the Common  Stock,  Which May Affect the Trading  Price of the
Common Stock.

Shares of Common Stock may be  considered a "penny  stock" and be subject to SEC
rules and  regulations  which impose  limitations  upon the manner in which such
shares may be publicly traded and regulate broker-dealer practices in connection
with   transactions  in  "penny  stocks."  Penny  stocks  generally  are  equity
securities with a price of less than $5.00 (other than securities  registered on
certain national securities  exchanges or quoted on the NASDAQ system,  provided
that current price and volume  information  with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a  broker-dealer,  prior to a transaction in a penny stock not otherwise  exempt
from the rules, to deliver a standardized risk disclosure document that provides
information  about  penny  stocks and the risks in the penny stock  market.  The
broker-dealer  must  also  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson  in the  transaction,  and monthly  account  statements  showing the
market value of each penny stock held in the  customer's  account.  In addition,
the penny stock rules  generally  require that prior to a transaction in a penny
stock, the  broker-dealer  make a special written  determination  that the penny
stock is a suitable  investment  for the purchaser  and receive the  purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading  activity in the secondary  market for a
stock that  becomes  subject to the penny  stock rules  which may  increase  the
difficulty investors may experience in attempting to liquidate such securities.

Employees

As of November 10, 2005 we have 7 full-time employees.  None of our employees is
represented by a labor union, and we consider our employee relations to be good.

PLAN OF OPERATIONS

As the result of the change in the business and  operations  of the Company from
mineral  exploration and  development  prior to the Share Purchase and Split-off
(referred  to  collectively  as the  "Transactions")  to  oil  and  natural  gas
exploration  following  the  Transactions,  a discussion  of our past  financial
results is not  pertinent to the business plan of the Company on a going forward
basis.

The following  describes  our current  business  plan,  including our ability to
satisfy our cash requirements and needs/plans to raise additional funds over the
next  year;  a summary  of  planned  acquisition,  exploration  and  development
initiatives and expected expenditures.

After giving effect to the Transactions,  Gran Tierra's cash balance is expected
to be  approximately  $1.4  million,  representing  net proceeds  received  from
Goldstrike  as the  result  of its  completion  of a  private  placement  of its
securities.  This  balance is net of monies  advanced to Gran  Tierra  Energy to
finance the Argentine  Acquisition and to provide  additional working capital to
Gran Tierra Energy, and net of costs associated with the Transactions.

Capital expenditures for the Palmar Largo joint venture have been unusually high
in 2005 due principally to the drilling of two wells,  contributing to a capital
budget of  approximately  $20.8  million  for the year ($2.9  million  for a 14%
share).  Over the year,  these  expenditures  are  covered by cash flow from the
property.  However,  as both wells are being drilled later in the year,  much of
the expenditure is being borne by Gran Tierra, which has had access to cash flow
only since  September 1, 2005.  Gran Tierra's share of capital  expenditures  to
December  31,  2005 is expected to be  approximately  $2.2  million and is being
funded  partly  from cash flow and partly from  available  cash.  Following  the
completion of the second well expected in December 2005, cash flow surpluses are
expected to return.  Plans for the Palmar Largo joint venture for 2006 include a
modest expenditure budget, with no additional drilling.  The preliminary capital
budget for 2006 is $1.2 million to Gran Tierra.

                                       17
Gran  Tierra's  plan for  growth is linked to its  financial  capabilities.  Our
integrated strategy can be described as follows:

o     Gran Tierra Energy  completed an initial equity financing to acquire funds
      for  general  and   administrative   expenses   incurred  as  it  assessed
      opportunities and identified an appropriate first acquisition.  Goldstrike
      completed a private placement offering, the proceeds of which were used to
      fund the Argentine  Acquisition and provide  additional  working  capital.
      Operating cash flow generated by the Argentina  properties will allow Gran
      Tierra to expand its activities  and  capabilities,  by hiring  additional
      staff.

o     We plan on continuing  to assess  opportunities  and identify  appropriate
      acquisitions.  Current acquisition targets include "tuck-in" opportunities
      in Argentina as well as  acquisitions  which will provide the Company with
      new country entries.

o     Identification and successful completion of such acquisitions will provide
      additional cash flow which will allow Gran Tierra to expand its activities
      and capabilities,  assume a role as an operator,  and advance  exploration
      and development opportunities.

We  expect  an   increase  in  general  and   administrative   expenditures   to
approximately $200,000 per month, equivalent to our current operating cash flow.
We have expanded our staff in Calgary from three to six employees with additions
in the areas of geoscience, accounting and administration, and are targeting one
or two  additional  hires.  We are  establishing  an  office  in  Buenos  Aires,
Argentina  and our Vice  President of Latin America is  re-locating  from Quito,
Ecuador.  Our staff  complement in Buenos Aires is expected to increase to three
before  year-end,  with an  operational  focus.  We are targeting two additional
hires in Buenos Aires early in 2006.

We expect our net cash  position to  stabilize in January  2006  (following  the
drilling of the Palmar  Largo  well).  A portion of Gran  Tierra's  current cash
balance will cover the projected cash deficit to that time.

Following is a summary of the short and longer term  components  of our business
plan:

Short-Term Plan

      o     Acquire  additional  opportunities  to increase  production and cash
            flow,  provide  exploration  and  development  upside  and  create a
            regional   presence  with  an  initial  focus  on  opportunities  in
            Argentina and Colombia.

      o     Establish  production bases,  tuck-in exploration and/or development
            opportunities and add more speculative exploration targets.

      o     Target acquisitions that provide growth,  production and exploration
            opportunities and qualified local personnel.

Long-Term Plan

      o     Expand  acquisitions of additional  opportunities  to other areas of
            South American and,  eventually,  other regions including  Northeast
            Africa, the Middle East and Southeast Asia.

      o     Create  independent  business units for each country  implementing a
            business model similar to that implemented for Gran Tierra.

      o     Evolve from  creating  value by  acquisition  to  creating  value by
            exploration and drilling.

Business Principles

      o     Engage   qualified,    experienced,    intelligent   and   motivated
            professionals

                                       18
The  management  team of Gran  Tierra  has  over  100  years  of  hands-on
      international   experience  and  has  developed   extensive  contacts  and
      relationships that it can bring together to build the company.

      Qualified geophysicists,  geologists and engineers are in short supply. We
      believe  that  Gran  Tierra  offers  an  enticing   opportunity  for  such
      professionals  by providing  them with the  opportunity to work with other
      professionals that they know and with whom they have worked effectively in
      the past to build a successful  international  exploration  and production
      company.

o     Position in  countries  that are  welcoming  to foreign  investment,  that
      provide  attractive  fiscal terms and offer  opportunities  that have been
      previously ignored or undervalued

      The pace of oil and gas exploration  and  development in countries  around
      the  world  is  generally  dictated  by  geology,  government  policy  and
      regulation, as well as oil and gas prices. The presence or absence of such
      factors  can limit or  prevent a country  from  realizing  its oil and gas
      resource  potential.  Governments of certain  countries  facing  declining
      production  have  taken  steps to  improve  the  economics  of oil and gas
      exploration and development and attract foreign  investment.  In addition,
      the recent  increases in oil and gas prices have  positively  impacted the
      pace of oil and gas exploration and development in many countries.

      Gran  Tierra  plans  to  target  smaller,  overlooked  and/or  undervalued
      exploration,  development and production  opportunities  via joint venture
      arrangements. The oil industry is about finding and producing oil and gas.
      It is  inherently a risky  business as there is no certainty of oil or gas
      until a well is drilled and there is no  certainty  of reserves  until the
      last barrel is  produced.  For this  reason,  oil  companies  usually work
      together, in a joint venture arrangement,  to spread risk and manage their
      portfolios.

      We plan to initially  target South America,  initially in Argentina  where
      activity has  historically  been dominated by the national oil company and
      Colombia  which has  revamped  its  energy  policies  to appeal to smaller
      foreign companies.

o     Establish an effective local presence

      We believe that  establishing an effective local presence is essential for
      an  international  oil and gas company - that is  familiar  with the local
      operating  environment,  with the local oil and gas  industry,  with local
      companies and  governments - in order to facilitate  business.  We plan to
      achieve a local  presence by staffing with  qualified and respected  local
      management  and  professionals.  Additionally,  our  ability  to  run  our
      international  operations  as a "local"  company  is  expected  to produce
      general business advantages.

o   Assess and close opportunities expeditiously

      A local company structure is also expected to provide the Company with the
      ability  to  quickly  and  efficiently   assess  and  close  oil  and  gas
      opportunities.

o     Create alliances with companies that are active in areas of interest,  and
      consolidate initial land/property positions

                                       19
This is a two-pronged  approach to growth.  Gran Tierra's initial offer to
      purchase interests in connection with the Argentine  Acquisition  provided
      us with  introductions  to four  local  company  partners  who  have  been
      negotiating  with the  Company  for other  opportunities  both  inside the
      country and  elsewhere in South  America.  At the same time,  we have been
      pursuing  opportunities  with other companies that our management team has
      affiliations  with and/or where a strategic  fit has been sought.  The oil
      industry,  worldwide,  is characterized by cooperation  between companies;
      Gran Tierra is finding an early niche in Argentina.

o     Build a balanced portfolio of production,  development,  step-out and more
      speculative exploration opportunities

      Gran  Tierra's  growth  strategy is initially  focused on  acquisition  of
      property -  establishing  a base of  production  in a region or country to
      provide immediate cash flow then moving quickly to add tuck-in exploration
      opportunities.  These will include both low and higher risk projects, with
      appropriate  working  interests.  The most  effective  risk  mitigation in
      international  oil and gas is  diversification,  and the highest chance of
      exploration  success  results  from  the  largest  number  of  exploration
      projects. For Gran Tierra, this will translate to smaller working interest
      in many  exploration  prospects  rather than a large  interest in a single
      prospect.

      As Gran Tierra  continues to build its  portfolio and  personnel,  it will
      assume a role as operator for selected joint ventures.

o     Take a pragmatic approach to business

      This is about  focusing on  fundamentals  - geological  risk,  operational
      realties and business  practicalities.  As a smaller company,  Gran Tierra
      must be focused  and must use its  experience  and  expertise  to move the
      Company forward, practically.

o     Mix technical excellence with common sense

      Technical  excellence in the oil and gas business is not  typically  about
      inventing  a new  technology.  Rather,  it is about  applying  an existing
      technology  in a new way or new  location.  It  encompasses  knowing  what
      technology is out there and opening to new possibilities.  Some of this is
      aptitude,  some of this is learning.  As all of the members of the current
      management  team have had  significant  experience in large  international
      companies who tend to be on the vanguard of technology, they can bring the
      knowledge-base of the multi-national into the small company environment.

o     Do business in familiar countries with familiar people and familiar assets

      This is the  practical  benefit of  experience.  Our  business  model is a
      bringing together of peoples'  knowledge and  relationships  into a single
      entity with a single purpose.

      Gran Tierra cannot compete with the  international oil and gas industry on
      an open tender basis.  Assets and opportunities  that are offered globally
      will  receive a premium  price and chance of success for any one bidder is
      low. This is not Gran Tierra's  territory.  Our approach is based on niche
      opportunities for buyer and seller.

PROPERTIES

The Company  leases office space in Calgary,  Alberta and has  temporary  office
space in Quito, Ecuador and in Buenos Aires, Argentina, on month to month terms.

The  following  table  describes the  properties  acquired by Gran Tierra Energy
effective  September  1,  2005.  Metrics  and  values  represent  a June 1, 2005
evaluation date.

Property     Working               Reserves/
             Interest Operator     Production/Cashflow     Purchase Price
--------------------------------------------------------------------------------

Palmar Largo  14%     Pluspetrol   705,000 bbl, 386 b/d,
                                   $217,000/mo             $6,969,659, $9.79/bbl

Nacatimbay    50%     CGC          minor gas/condensate    $50,467
                                   production

Ipaguazu      50%     CGC          non-producing           $12,588
--------------------------------------------------------------------------------

Reserves

Gran  Tierra's  offer for Palmar Largo was based on  projected  value for proved
producing  reserves,  equivalent  to 705 thousand  barrels for Gran Tierra's 14%
working interest at June 1, 2005. These estimates are net before royalties. They
are supported by an independent reserve assessment for the property.

                                       20
Gran  Tierra did not assign  value to  non-producing  or  undeveloped  producing
reserves or to probable or possible  reserves,  including  reserves  that may be
attributable to two wells planned for the year.

Production

Production  for Palmar Largo  averaged 485 barrels per day in 2003,  434 barrels
per  day in  2004  and  388  barrels  per  day  for  the  first  half  of  2005,
corresponding to a 14% share (net before  royalties).  Average sales prices were
$24.98 per  barrel in 2003,  $29.67 per barrel in 2004 and $29.44 per barrel for
the first six months of 2005. Oil prices in Argentina are regulated according to
a tax on exports of oil,  which  effectively  establishes a ceiling for domestic
prices.  The export tax  escalates  to 45% of value over $45 per barrel for West
Texas  Intermediate  (WTI)  oil;  the tax is  currently  scheduled  to expire in
February 2007. Production from Palmar Largo is transported by pipeline and truck
to a nearby  refinery.  Oil is sold under contract and at a discount to WTI that
ranges between 22% and 41% for WTI between $32 and $65 per barrel.

Operating  costs for Palmar Largo averaged  $7.33 per barrel in 2003,  $8.98 per
barrel  in 2004 and  $11.94  per  barrel  over the  first  half of 2005  (due to
workover activity).

Wells, Acreage, Present Activity

There are  currently 35 (gross)  wells  producing at Palmar  Largo.  One well is
inactive and 9 wells are  abandoned.  Total area covered by the joint venture is
approximately  1,380  square  kilometers  - Gran  Tierra's  interest is 14%. The
Company  also  holds a 50%  interest  in two minor  properties.  The  Nacatimbay
property  encompasses  148 square  kilometers.  One  (gross)  well is  currently
producing.  The  Ipaguazu  concession  covers  175  square  kilometers,  and  is
currently non-producing. All lands are considered developed acreage.

Two (gross)  wells have been drilled in 2005 at Palmar  Largo.  One  exploration
well was abandoned. A second twin of an existing well is currently drilling. One
(gross)  development  well was drilled at Palmar  Largo in 2004;  no other wells
were drilled in the 2003 to 2005 period.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Common Stock as of November 10, 2005 by (i) each person who, to
our  knowledge,  beneficially  owns more than 5% of the shares of Common  Stock;
(ii) each of the directors and executive officers of the Company;  and (iii) all
of our executive officers and directors as a group.

                                                 Number of           Percentage
                                                  Shares              of Common
Name and Address of Beneficial Owner            Beneficially            Stock
                                                  Owned (1)          Outstanding

Dana Coffield (2)                                 1,734,661              4.11%
James Hart                                        1,689,683              4.00
Max Wei                                           1,689,683              4.00
Rafael Orunesu                                    1,689,683              4.00
Jeffrey Scott (3)                                 2,213,857              5.25
Walter Dawson (4)                                 1,847,619              4.38
Verne Johnson (5)                                 1,479,542              3.51

Directors and executive officers as a
group (total of 7 persons)                       12,344,720            27.46%

* Less than 1% of the outstanding Common Stock

                                       21
(1)   Beneficial  ownership is calculated  based on 42,191,873  shares of Common
      Stock issued and outstanding as of November 10, 2005. Beneficial ownership
      is  determined  in  accordance  with Rule 13d-3 of the SEC.  The number of
      shares  beneficially  owned by a person  includes  shares of Common  Stock
      underlying  options or warrants  held by that  person  that are  currently
      exercisable or exercisable within 60 days of November 10, 2005. The shares
      issuable  pursuant to the exercise of those options or warrants are deemed
      outstanding  for computing the percentage  ownership of the person holding
      those options and warrants but are not deemed outstanding for the purposes
      of computing the percentage ownership of any other person. The persons and
      entities  named in the table have sole  voting and sole  investment  power
      with respect to the shares set forth opposite that person's name,  subject
      to community property laws, where applicable.

(2)   The number of shares beneficially owned includes 14,993 shares issuable on
      exercise of warrants exercisable within 60 days of November 10, 2005.

(3)   The number of shares  beneficially  owned includes 174,981 shares issuable
      on exercise of warrants exercisable within 60 days of November 10, 2005.

(4)   The number of beneficially  owned includes  158,730 shares of Common Stock
      held by Mr. Dawson's spouse.

(5)   The number of shares beneficially owned includes 62,492 shares issuable on
      exercise of warrants exercisable within 60 days of November 10, 2005.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Concurrently with the consummation of the Share Purchase, the officers and
directors of Goldstrike resigned and simultaneously therewith new officers and
new directors of the Board of Directors were designated. The Board consists of 5
members.

Executive Officers

The following provides general information for the persons who hold executive
officer positions with the Company:

Name                    Age     Executive Officer Position Held With Company
----------------------  -----   -----------------------------------------------

Dana Coffield            47     President and Chief Executive Officer

James Hart               51     Vice President Finance and Chief Financial
                                Officer

Max Wei                  56     Vice President of Operations

Rafael Orunesu           50     Vice President - Latin America

Dana Coffield, President & CEO. Prior to joining Gran Tierra Energy, Inc. in May
2005,  Mr.  Coffield  was Vice  President of the Middle East  Business  Unit for
EnCana  Corporation,  North America's  largest  independent oil and gas company,
from April 2002  through  April 2004.  His  responsibilities  included  business
development,  exploration  operations,  commercial  evaluations,  government and
partner relations, planning and budgeting,  environment/health/safety,  security
and management of several  overseas  operating  offices.  From July 1998 through
April  2002,  he  held  various   senior   management   positions  for  EnCana's
predecessor,  Alberta Energy Company, where he managed petroleum exploration and
production operations in five countries. Previous to that time, he was with ARCO
International for ten years, where he participated in exploration and production
operations  in North  Africa,  SE Asia and  Alaska.  He began  his  career  as a
mud-logger  in the Texas Gulf Coast and later as a Research  Assistant  with the
Earth Sciences and Resources Institute where he conducted geoscience research in
North Africa,  the Middle East and Latin America.  Dana has  participated in the
discovery of over 130,000,000 barrels of oil equivalent  reserves.  Mr. Coffield
graduated  from the University of South Carolina with an MSc and PhD in Geology,
based on research  conducted in the Oman Mountains in Arabia and Gulf of Suez in
Egypt  respectively.  In  addition,  Mr.  Coffield  holds  a BSc  in  Geological
Engineering  from the Colorado School of Mines, is a member of the AAPG, the GSA
and the CSPG, and is a Fellow of the Explorers Club.

James Hart, VP Finance & CFO. Prior to joining Gran Tierra  Energy,  Inc. in May
2005, Mr. Hart was an internal consultant with EnCana Corporation, from November
2001 through April 2005,  providing  specialized  business  analyses,  ideas and
advice for international and corporate clients.  Previously,  from December 1994
to October 2001, he was Treasurer of Gulfstream Resources,  an international oil
and gas company  active in Qatar,  Oman and Madagascar  (eventually  acquired by
Anadarko).  Mr. Hart was  responsible  for financing  initiatives and commercial
assessments  and served as a  spokesperson  for the  company.  Mr.  Hart's prior
experience  includes  a varied  tenure at Nexen  (formerly  Canadian  Occidental
Petroleum)  from 1984 to 1994,  as Manager of the company's  worldwide  Treasury
activities and as Senior Advisor responsible for corporate acquisitions.  He was
primarily responsible for completing several international acquisitions totaling
$220,000,000,  and was actively involved in strategy initiatives of the company.
He began his career with the Alberta Petroleum Marketing  Commission,  providing
policy  advice  to the  Provincial  Government.  Mr.  Hart  graduated  from  the
University of Manitoba with a Masters in Natural Resources Management (Economics
specialization) and a BSc in Geology. He is frequent instructor for the Canadian
Petroleum Institute and EuroMaTech Seminars.

                                       22
Max Wei,  VP  Operations.  Mr.  Wei is a  Petroleum  Engineering  graduate  from
University  of Alberta and has  twenty-five  years of  experience as a reservoir
engineer  and project  manager for oil and gas  exploration  and  production  in
Canada,  the  US,  Qatar,  Bahrain,   Oman,  Kuwait,  Egypt,  Yemen,   Pakistan,
Bangladesh, Russia, Netherlands,  Philippines,  Malaysia, Venezuela and Ecuador,
among other countries.  Max began his career with Shell Canada in 1979 and later
with Imperial Oil, in Heavy Oil  Operations.  He moved to the US in 1986 to work
with Bechtel  Petroleum  Operations  at Naval  Petroleum  Reserves in Elk Hills,
California and joined Occidental  Petroleum in Bakersfield,  California in March
of 1933 as its Senior Reservoir Engineer. Max returned to Canada in June 2000 as
Senior Reservoir Engineer with Marathon Canada and in January of 2001 joined AEC
International and its successor, EnCana Corporation as Team Leader for Qatar and
Bahrain operations where he worked until 2004. He completed a project management
position with Petronas in Malaysia in April,  2005,  before  joining Gran Tierra
Energy in May 2005.

Max is  specialized in reservoir  engineering,  project  management,  production
operations, field acquisition and development, and mentoring. He is a registered
Professional Engineer in the State of California and a member of the Association
of Professional  Engineers,  Geologists and Geophysicists of Alberta.  Max has a
BSc in Petroleum Engineering from the University of Alberta and Certification in
Petroleum Engineering from Southern Alberta Institute of Technology.

Rafael  Orunesu,  VP Latin America.  Raphael  Orunesu brings a mix of operations
management,  project evaluation,  production  geology,  reservoir and production
engineering as well as leadership  skills to Gran Tierra,  with a South American
focus. He was most recently  Engineering  Manager for Pluspetrol  Norte SA, from
1997 through 2004,  responsible for planning and  development  operations in the
Peruvian North jungle. He participated in numerous evaluation and asset purchase
and sale  transactions  covering  Latin America and North Africa,  incorporating
200,000,000  barrels of oil over a five-year period.  Rafael was previously with
Pluspetrol  Argentina from 1990 to 1996 where he managed the  technical/economic
evaluation of several oil fields.  He began his career with YPF,  initially as a
geologist  in the  Austral  Basin  of  Argentina  and  eventually  as  Chief  of
Exploitation Geology and Engineering for the Catriel Field in the Nuequen Basin,
where he was responsible for drilling programs, workovers and secondary recovery
projects.

Rafael has a  postgraduate  degree in  Reservoir  Engineering  and  Exploitation
Geology from  Universidad  Nacional de Buenos Aires and a degree in Geology from
Universidad Nacional de la Plata, Argentina.

Board of Directors

The  following  provides  certain  information  with  respect  to  each  of  our
directors. Except as otherwise indicated, each person has been or was engaged in
his present or last principal occupation, in the same or a similar position, for
more than five years.

                               Positions  Held & Principal  Occupations  During
Name                  Age      the Past 5 Years
--------------------  ------   -------------------------------------------------

Jeffrey Scott         43       Chairman  of the Board.  Since 2001,  Mr.  Scott
                               has served as  President  of Postell  Energy Co.
                               Ltd.,  a  privately  held  junior  oil  and  gas
                               producing  company.  Mr.  Scott is a Director of
                               Saxon  Energy  Services,  Inc.  and High  Plains
                               Energy.

Walter Dawson         65       Director.  Mr. Dawson has been the Chairman, CEO
                               and  Director  of Saxon  Energy  Services,  Inc.
                               since  2001.  Prior  to his  time  at  Saxon  he
                               founded Enserco Energy Services  (formerly Bonus
                               Resource  Services) and was  President,  CEO and
                               Director of Computalog  Gearhart.  Mr. Dawson is
                               the  Chairman of the Board of  Directors of High
                               Plains Energy.

                                       23
Positions  Held & Principal  Occupations  During
Name                  Age      the Past 5 Years
--------------------  ------   -------------------------------------------------

Verne Johnson         61       Director.  Mr.  Johnson is a Director of Harvest
                               Energy  Trust.  He  was  formerly   President  &
                               Director of ELAN  Energy,  President  of Paragon
                               Petroleum.

Dana Coffield         47       Director.  President and Chief Executive Officer
                               of Gran Tierra.

James Hart            51       Director.  Vice  President  of Finance and Chief
                               Financial Officer of Gran Tierra.

Board Committees

The Company  intends that in the near future a majority of its directors will be
independent  directors of which at least one director  will qualify as an "audit
committee financial expert." Additionally, the Board of Directors is expected to
appoint an audit committee,  nominating committee and compensation committee, to
adopt charters relative to each such committee and to formulate and adopt a code
of ethics.

EXECUTIVE COMPENSATION

Gran Tierra Energy was not formed until January 2005 and its business activities
did not begin  until  May 2005.  Accordingly,  no  compensation  was paid to its
executive officers during the fiscal year ended December 31, 2004. The executive
officers of Goldstrike  served without  compensation  for the fiscal period from
Goldstrike's incorporation on June 9, 2003 through December 31, 2003 and for the
fiscal year ended December 31, 2004.

The Company will provide the  executive  officers  with  insurance  benefits and
other  employee  benefits as  determined by  management  from time to time.  The
Company will also make advances  and/or  reimburse  its  executive  officers and
other employees for travel,  meal and other expenses  incurred from time to time
on behalf of the Company, in accordance with the Company's expense policies. The
Company pays its Vice  President of Latin  America  $6,250.00 per month to cover
living expenses incurred by such executive in Quito, Ecuador.

Employment Contracts and Termination of Employment and Change in Control

Gran Tierra has entered into executive employment agreements with all members of
its current management team. The employment agreements entered into between Gran
Tierra and Dana Coffield, James Hart and Max Wei have identical terms except for
the position held by each such person and terms related to  participation on the
Board of Directors  for Mr.  Coffield and Mr. Hart.  The  respective  employment
agreements provide for an initial annual base salary of $150,000 and provide for
unspecified  annual bonuses and options as warranted.  The executive  employment
agreements   became  effective  on  May  1,  2005  and  have  initial  terms  of
three-years,  subject  to  extension  or earlier  termination  and  provide  for
severance  payment to each employee,  in the event they are  terminated  without
cause or the employee terminates the agreement for good reason, in the amount of
two times total  compensation  for the prior  year.  "Good  reason"  includes an
adverse change in the Executive's position, title, duties or responsibilities or
any  failure  to  re-elect  him to such  positions,  titles  or  duties  (except
termination for Cause);  a reduction of the Executive's  Base Salary;  a sale of
substantially  all of the  assets of the  company;  a change in  control  in any
manner whatsoever,  and; any breach by the Company of the Employment  Agreement.
All  agreements  include  standard  indemnity,  insurance,  non-competition  and
confidentiality  provisions.  Initial  contract terms for each of Dana Coffield,
James Hart and Max Wei included rights to purchase 200,000 shares of Gran Tierra
prior to an initial public offering.  These rights have since been removed, with
mutual consent.

The Company has also entered into an employment  agreement  with Rafael  Orunesu
which provides for an initial annual base salary of $150,000, unspecified annual
bonuses and options as  warranted.  The agreement  became  effective on March 1,
2005 and has an initial  term of  two-years  which  terminates  on March 1 2007,
subject  to  extension  or  earlier  termination.  The  agreement  provides  for
severance payments in the event of the employee's  termination  without cause or
for good reason,  in an amount equal to the salary  payable under the employment
agreement during any remaining time in the initial two year term. Initial rights
to purchase  200,000 shares of Gran Tierra prior to an initial  public  offering
have since been removed, with mutual consent.

                                       24
2005 EQUITY INCENTIVE PLAN

Summary

The Board  reserved a total of  2,000,000  shares of common  stock for  issuance
under the 2005 Equity Incentive Plan (the "Plan"). If an incentive award granted
under the Plan expires,  terminates,  is unexercised or is forfeited,  or if any
shares are surrendered to us in connection with an incentive  award,  the shares
subject to such award and the  surrendered  shares  will  become  available  for
further awards under the Plan.

Shares issued under the Plan through the settlement,  assumption or substitution
of  outstanding  awards or  obligations to grant future awards as a condition of
acquiring  another entity will not reduce the maximum number of shares available
under the Plan.  In  addition,  the number of shares  subject  to the Plan,  any
number of shares  subject to any numerical  limit in the Plan, and the number of
shares  and terms of any  incentive  award may be  adjusted  in the event of any
change in the  outstanding  common  stock of the  Company by reason of any stock
dividend,    spin-off,    split-up,    stock   split,   reverse   stock   split,
recapitalization, reclassification, merger, consolidation, liquidation, business
combination or exchange of shares or similar transaction.

No more than  750,000  shares  of the  authorized  shares  may be  allocated  to
incentive  awards  granted or awarded to any individual  participant  during any
36-month  period.  Any  shares of  restricted  stock,  restricted  stock  units,
performance  grants or stock awards that are  forfeited  will not count  against
this limit.

The maximum cash payment that can be made for all  incentive  awards  granted to
any one  individual  under the 2005 Plan will be  $500,000  times the  number of
12-month periods in any performance cycle for any single or combined performance
goals.  Any amount that is deferred by a participant is subject to this limit in
the year in  which  the  deferral  is made  but not in any  later  year in which
payment is made.

Administration

The  Compensation  Committee of the Board, or a subcommittee of the Compensation
Committee,  will  administer  the Plan.  Subject  to the terms of the Plan,  the
Compensation  Committee will have complete authority and discretion to determine
the terms of incentive awards.

Stock Options

The Plan authorizes the grant of nonqualified stock options.  Nonqualified stock
options are stock options that do not satisfy the requirements of Section 422 of
the Internal  Revenue Code (the "Code").  Options granted under the Plan entitle
the grantee,  upon exercise, to purchase a specified number of shares from us at
a specified exercise price per share. The Compensation  Committee determines the
period of time during which an option may be  exercised,  as well as any vesting
schedule,  except that no option may be  exercised  more than 10 years after the
date of grant.  The  exercise  price for  shares of common  stock  covered by an
option cannot be less than the fair market value of the common stock on the date
of grant unless we agree otherwise at the time of the grant.

Under the Plan, a participant may not surrender an option for the grant of a new
option with a lower exercise price or another incentive award. In addition, if a
participant's  option is cancelled before its termination  date, the participant
may not receive another option within six months of the cancellation date unless
the exercise price of the new option equals or exceeds the exercise price of the
cancelled option.

Restricted Stock Awards

The Plan also  authorizes  the  grant of  restricted  stock  awards on terms and
conditions  established  by  the  Compensation  Committee,   which  may  include
performance conditions. The terms and conditions will include the designation of
a  restriction  period  during  which the  shares are not  transferable  and are
subject to forfeiture.  In general, the minimum restriction period applicable to
any award of restricted  stock that is not subject to the  achievement of one or
more  performance  standards is three years from the date of grant.  The minimum
restriction  period for any award of restricted  stock that is subject to one or
more  performance  standards  is one year  from the date of grant,  except  that
restriction periods of shorter duration may be approved for awards of restricted
stock or restricted  stock units  combined with respect to up to 600,000  shares
reserved for issuance under the Plan.

                                       25
Restricted Stock Units

Restricted stock units may be granted on the terms and conditions established by
the Compensation Committee,  including conditioning the lapse of restrictions on
the  achievement  of one or more  performance  goals.  In the case of restricted
stock units,  no shares are issued at the time of grant.  Rather,  upon lapse of
restrictions,  a restricted  stock unit entitles a participant to receive shares
of common  stock or a cash amount  equal to the fair market  value of a share of
common stock on the date the restrictions  lapse. The requirements  with respect
to  restriction  periods  for  restricted  stock units are the same as those for
restricted stock awards.

Performance Grants

The Compensation  Committee may make performance  grants to any participant that
are intended to comply with Section 162(m) of the Code. Each  performance  grant
will  contain  performance  goals  for  the  award,  including  the  performance
criteria,   the  target  and  maximum  amounts  payable,  and  other  terms  and
conditions.  Performance  criteria may include  price per share of the Company's
common stock,  return on assets,  expense ratio, book value,  investment return,
return on invested capital ("ROIC"), free cash flow, value added (ROIC less cost
of capital  multiplied by capital),  total  stockholder  return,  economic value
added (net operating  profit after tax less cost of capital),  operating  ratio,
cost reduction (or limits on cost increases),  debt to  capitalization,  debt to
equity, earnings,  earnings before interest and taxes, earnings before interest,
taxes, depreciation and amortization, earnings per share (including or excluding
nonrecurring items),  earnings per share before extraordinary items, income from
operations  (including or excluding  nonrecurring items), income from operations
compared to capital spending,  net income  (including or excluding  nonrecurring
items,   extraordinary  items  and/or  the  accumulative  effect  of  accounting
changes),  net sales,  return on capital employed,  return on equity,  return on
investment, return on sales, and sales volume.

The  Compensation   Committee  will  make  all   determinations   regarding  the
achievement  of  performance  goals.  Actual  payments to a participant  under a
performance  grant will be calculated by applying the achievement of performance
criteria to the performance  goal.  Performance  grants will be payable in cash,
shares of common stock or a combination of cash and shares of common stock.  The
Compensation  Committee may reduce or  eliminate,  but not increase the payments
except as provided in the performance grant.

Stock Awards

The Plan  authorizes the granting of stock awards.  The  Compensation  Committee
will  establish the number of shares of common stock to be awarded and the terms
applicable  to each  award,  including  performance  restrictions.  No more than
600,000 shares of common stock, reduced by restricted stock and restricted stock
unit awards, may be granted under the Plan without performance restrictions.

Stock Appreciation Rights

The Compensation  Committee may grant stock  appreciation  rights ("SARs") under
the Plan.  Subject to the terms of the award,  SARs entitle the  participant  to
receive a distribution in an amount not to exceed the number of shares of common
stock subject to the portion of the SAR exercised  multiplied by the  difference
between the market  price of a share of common  stock on the date of exercise of
the SAR and the market  price of a share of common stock on the date of grant of
the SAR. Such  distributions are payable in cash or shares of common stock, or a
combination thereof, as determined by the Compensation Committee.

Change in Control

The Compensation  Committee may make provisions in incentive awards with respect
to a change  in  control,  including  acceleration  of  vesting  or  removal  of
restrictions or performance conditions.

                                       26
Duration, Amendment and Termination

The Board may suspend or  terminate  the Plan  without  stockholder  approval or
ratification  at any time or from time to time.  Unless sooner  terminated,  the
Plan will  terminate on [November 10,  2015].  The Board may also amend the 2005
Plan at any time.  No  change  may be made that  increases  the total  number of
shares of common stock  reserved for  issuance  pursuant to incentive  awards or
reduces the minimum  exercise price for options or exchange of options for other
incentive  awards,  unless  such change is  authorized  by our  stockholders.  A
termination or amendment of the Plan  previously  granted will not,  without the
consent of the  participant,  adversely  affect a  participant's  rights under a
previously granted incentive award.

Restrictions on Transfer - Deferral

Except as otherwise permitted by the Compensation  Committee and provided in the
incentive award, incentive awards may not be transferred or exercised by another
person  except  by  will  or by  the  laws  of  descent  and  distribution.  The
Compensation Committee may permit participants to elect to defer the issuance of
common stock or the settlement of awards in cash under the Plan.

Federal Income Tax Information

The following is a general  summary of the current  federal income tax treatment
of incentive  awards,  which would be  authorized  to be granted under the Plan,
based  upon the  current  provisions  of the Code  and  regulations  promulgated
thereunder.  The rules  governing  the tax  treatment  of such  awards are quite
technical,  so the  following  discussion  of tax  consequences  is  necessarily
general in nature and is not complete.  In addition,  statutory  provisions  are
subject to change, as are their interpretations,  and their application may vary
in individual  circumstances.  Finally, this discussion does not address the tax
consequences under applicable state and local law.

Nonqualified Stock Options,  Stock Appreciation Rights,  Restricted Stock Units,
Performance Grants, and Stock Awards: A participant generally is not required to
recognize  income  on  the  grant  of  a  nonqualified  stock  option,  a  stock
appreciation  right,  restricted  stock units, a performance  grant,  or a stock
award.  Instead,  ordinary income  generally is required to be recognized on the
date the nonqualified stock option or stock appreciation right is exercised,  or
in the case of restricted  stock units,  performance  grants,  and stock awards,
upon the issuance of shares  and/or the payment of cash pursuant to the terms of
the incentive  award.  In general,  the amount of ordinary income required to be
recognized is, (a) in the case of a nonqualified  stock option,  an amount equal
to the excess,  if any, of the fair market  value of the shares on the  exercise
date over the exercise price, (b) in the case of a stock appreciation right, the
amount of cash and/or the fair market value of any shares received upon exercise
plus the  amount of taxes  withheld  from such  amounts,  and (c) in the case of
restricted stock units, performance grants, and stock awards, the amount of cash
and/or the fair market value of any shares received in respect thereof, plus the
amount of taxes withheld from such amounts.

Restricted Stock: Unless a participant who receives an award of restricted stock
makes an  election  under  Section  83(b) of the Code as  described  below,  the
participant  generally is not required to recognize ordinary income on the award
of  restricted  stock.  Instead,  on the  date the  shares  vest  (i.e.,  become
transferable  and no longer  subject to  forfeiture),  the  participant  will be
required to recognize  ordinary income in an amount equal to the excess, if any,
of the fair  market  value of the shares on such date over the  amount,  if any,
paid for such  shares.  If a  participant  makes a  Section  83(b)  election  to
recognize  ordinary  income on the date the  shares are  awarded,  the amount of
ordinary income  required to be recognized is an amount equal to the excess,  if
any,  of the fair  market  value  of the  shares  on the date of award  over the
amount,  if any, paid for such shares. In such case, the participant will not be
required to recognize additional ordinary income when the shares vest.

Gain or Loss on Sale or  Exchange of Shares:  In general,  gain or loss from the
sale or  exchange  of  shares  granted  or  awarded  under the 2005 Plan will be
treated as capital  gain or loss,  provided  that the shares are held as capital
assets at the time of the sale or exchange.

Deductibility  by  Company:  In  general,  in the case of a  nonqualified  stock
option, a stock appreciation  right,  restricted stock,  restricted stock units,
performance grants, and stock awards, the Company will be allowed a deduction in
an amount equal to the amount of ordinary  income  recognized by a  participant,
provided that certain income tax reporting requirements are satisfied.

                                       27
Parachute Payments: Where payments to certain employees that are contingent on a
change in control exceed limits specified in the Code, the employee generally is
liable for a 20  percent  excise tax on,  and the  corporation  or other  entity
making the payment  generally is not entitled to any deduction  for, a specified
portion of such payments. The Compensation Committee may make awards as to which
the vesting  thereof is accelerated by a change in control of the Company.  Such
accelerated  vesting would be relevant in determining whether the excise tax and
deduction  disallowance rules would be triggered with respect to certain Company
employees.

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During  the last  two  years,  there  have  been no  transactions,  or  proposed
transactions,  to  which  the  Company  was or is a party,  in which  any of the
directors  or executive  officers of the Company,  any nominee for election as a
director  for the  Company,  any persons  who  beneficially  owned,  directly or
indirectly, shares with more than 5% of the Common Stock or any relatives of any
of the foregoing had or is to have a direct or indirect material interest.

                          DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

As of November 10, 2005, the Company was authorized to issue  75,000,000  shares
of common  stock,  par value  $0.001 per share (the "Common  Stock"),  5 million
shares of preferred stock, par value $.001 per share (the "Preferred Stock") and
1 share of preferred stock designated as a special voting share, par value $.001
per share ("Special Voting Share").

Capital Stock Issued and Outstanding

As of November 10, 2005,  assuming all Gran Tierra Stockholders elect to receive
shares of Common Stock,  there were issued and outstanding  42,191,873 shares of
Common Stock, 0 shares of Preferred Stock and 0 Special Voting Share.

The  following  description  of  our  capital  stock  is  derived  from  various
provisions of Gran  Tierra's  Articles of  Incorporation  and By-laws as well as
provisions of applicable  law. Such  description  is not intended to be complete
and is qualified in its entirely by reference to the relevant provisions of Gran
Tierra's Articles of Incorporation, as amended, and By-laws.

Description of Common Stock

Holders  of the  Common  Stock are  entitled  to one vote for each  share on all
matters  submitted to a  stockholder  vote.  Holders of Common Stock do not have
cumulative  voting  rights.  Therefore,  holders of a majority  of the shares of
Common  Stock  voting  for  the  election  of  directors  can  elect  all of the
directors.  Holders of the Common  Stock  representing  a majority of the voting
power of the capital stock issued, outstanding and entitled to vote, represented
in person or by proxy,  are  necessary to  constitute a quorum at any meeting of
stockholders.  A vote by the holders of a majority of the outstanding  shares of
Common Stock is required to effectuate  certain  fundamental  corporate  changes
such as liquidation, merger or an amendment to the articles of incorporation.

Holders of Common Stock are entitled to share in all dividends that the board of
directors,  in its  discretion,  declares from legally  available  funds. In the
event of a  liquidation,  dissolution  or winding  up,  each  outstanding  share
entitles  its holder to  participate  pro rata in all assets that  remain  after
payment of  liabilities  and after  providing  for each class of stock,  if any,
having  preference  over the Common  Stock.  Holders of the Common Stock have no
pre-emptive rights, no conversion rights and there are no redemption  provisions
applicable to the Common Stock.

                                       28
Description of Preferred Stock

The Company is authorized to issue 5,000,000  shares of "blank check"  preferred
stock, par value $.001 per share, none of which as of the date hereof designated
or  outstanding.  The Board of Directors will be vested with authority to divide
the shares of preferred  stock into series and to fix and determine the relative
rights and preferences of the shares of any such series.  Once  authorized,  the
dividend or interest rates, conversion rates, voting rights,  redemption prices,
maturity dates and similar characteristics of preferred stock will be determined
by the Board of Directors,  without the  necessity of obtaining  approval of the
stockholders.

Description of Special Voting Share

The Special  Voting Share was  designated  to allow the holders of  Exchangeable
Shares to vote at general  meetings  of the  Company.  The holder of the Special
Voting Share is not entitled to receive  dividends or distributions  but has the
right to vote on each matter on which  holders of the Common  Stock are entitled
to vote and to cast that  number of votes  equal to the  number of  Exchangeable
Shares outstanding that are not owned by the Company or its affiliates.

Description of Warrants

As of November 10, 2005,  warrants  representing the right to purchase 6,470,933
shares of Common Stock are issued and outstanding.  The outstanding warrants are
excercisable  for 5 years at an exercise price of $.625 per one-half of a share.
The shares of Common Stock  underlying the  outstanding  warrants are subject to
registration  under the  Securities  Act by the  Company  within 120 days of the
closing of the Share Exchange.

Description of Options

As of November 10, 2005,  options  representing the right to purchase  1,600,000
shares of Common Stock are issued and outstanding.  The outstanding options were
granted pursuant to the Plan to certain employees, officers and directors of the
Company  and are  excercisable  for 10 years at an  exercise  price of $0.80 per
share.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

The Common Stock was first  cleared for  quotation on NASD's OTC Bulletin  Board
under the  symbol  "GDSK.OB"  on June 3, 2005 and has not been  actively  traded
since that time.

As of  November  10,  2005,  there were  approximately  143 holders of record of
shares of the Common Stock.

Dividends

Our Articles of  Incorporation  provide for the payment of dividends  out of any
funds available  therefore,  as often, in such amounts,  and at such time as the
Board of Directors  may  determine and shares may be issued pro rata and without
consideration to the Company's  stockholders.  Shares of one class or series may
not be issued as a share  dividend to  stockholders  of another  class or series
unless such issuance is in accordance with our Articles of  Incorporation  and a
majority of the current stockholders of the class or series to be issued approve
the issuance or there are no outstanding shares of the class or series of shares
that are authorized to be issued as a dividend.

No cash dividends have been declared on the Common Stock.

                                LEGAL PROCEEDINGS

From time to time we may become a party to litigation or other legal proceedings
that, in the opinion of our  management  are part of the ordinary  course of our
business.  Currently,  no legal  proceedings  or claims are  pending  against or
involve us that, in the opinion of our management,  could reasonably be expected
to  have a  material  adverse  effect  on  our  business,  prospects,  financial
condition or results of operation.

                   RECENT SALES OF UNREGISTERED SECURITIES

As reported in the Current  Report on Form 8-K filed by  Goldstrike on September
7, 2005 under the caption "Item 3.02.  Unregistered  Sales of Equity Securities"
which  information is  incorporated  herein by reference,  on September 1, 2005,
Goldstrike  completed the initial closing of a private placement of units of its
securities  offered at a price of $0.80 per unit and  consisting of one share of
Common Stock and a warrant to purchase  one-half  share of Common Stock for five
years at the exercise price of $0.625 per one-half share.

                                       29
As reported in the Current Report on Form 8-K filed by Goldstrike on November 2,
2005 under the caption  "Item  3.02.  Unregistered  Sales of Equity  Securities"
which  information  is  incorporated  herein by  reference,  on October 7, 2005,
Goldstrike  conducted the second closing of the initial private placement and on
October  28, 2005  closed on a  secondary  offering  of units of its  securities
offered at a price of $.08 per unit and  consisting of one share of Common Stock
and a warrant to purchase  one-half  share of Common Stock for five years at the
exercise price of $0.625 per one-half share.

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under  Nevada  law,  director  immunity  from  liability  to a  company  or  its
shareholders  for  monetary  liabilities  applies  automatically  unless  it  is
specifically  limited by a company's  articles of incorporation (our articles do
not impose any special  limitation in this regard).  Excepted from that immunity
are:

      o     a  willful   failure  to  deal   fairly  with  the  company  or  its
            shareholders in connection with a matter in which the director has a
            material conflict of interest;

      o     a violation  of criminal  law (unless the  director  had  reasonable
            cause to believe that his or her conduct was lawful or no reasonable
            cause to believe that his or her conduct was unlawful);

      o     a transaction from which the director  derived an improper  personal
            profit; and

      o     willful misconduct.

Our bylaws  provide that we will  indemnify  our  directors  and officers to the
fullest  extent not  prohibited by Nevada law;  provided,  however,  that we may
modify the  extent of such  indemnification  by  individual  contracts  with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in  connection  with any  proceeding  (or part
thereof) initiated by such person unless:

      o     such indemnification is expressly required to be made by law;

      o     the proceeding was authorized by our Board of Directors;

      o     such  indemnification  is  provided  by us, in our sole  discretion,
            pursuant to the powers vested us under Nevada law; or

      o     such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses  incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or  investigative,  by  reason  of the fact  that he is or was our  director  or
officer,  or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding,  promptly following a request.  This
advance of expenses is to be made upon receipt of an undertaking by or on behalf
of such person to repay said amounts should it be ultimately determined that the
person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also  provide  that no advance  shall be made by us to any officer in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if a  determination  is reasonably and promptly made: (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that such person  acted in bad faith or in a manner that such
person did not believe to be in or not opposed to our best interests.

                                       30
Simultaneously with the closing of the Share Exchange,  the Company has executed
indemnity agreements with each of its name executive officers and directors (the
"Indemnity  Agreements")  which have been attached  hereto as exhibits and which
are  incorporated  herein by  reference  and  pursuant  to which the Company has
agreed to indemnify  its named  executive  officers and directors to the fullest
extent  permitted by applicable law and the Company's  Articles of Incorporation
and Bylaws.

Item 3.02 Recent Sales of Unregistered Securities

Reference  is made to the  disclosure  set forth under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant

None.

Item 5.01. Changes in Control of Registrant

Reference  is made to the  disclosure  set forth under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of
           Directors; Appointment of Principal Officers

Reference is made to the  disclosure  set forth  under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
           Fiscal Year.

As described  under Item 2.01, on November 8, 2005, the Company changed its name
from  "Goldstrike  Inc." to "Gran Tierra  Energy,  Inc.",  authorized a class of
"blank check"  preferred  stock and authorized the Special Voting Share,  all by
way of an amendment to the Registrant's  Articles of  incorporation,  filed with
the  Secretary  of State of Nevada on that  date.  A copy of this  amendment  is
attached as Exhibit 3.1 to this Current Report and is hereby incorporated herein
by reference.

Item 5.06.  Change in Shell Company Status

Reference  is made to the  disclosure  set forth under Item 2.01 of this Current
Report on form 8-K which disclosure is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(a) Financial statements of business acquired.

                                       31
Report of Independent Registered Chartered Accountants

To the Shareholders of
Gran Tierra Energy Inc.
(a development stage company):

We have audited the  consolidated  balance  sheet of Gran Tierra  Energy Inc. (a
development  stage company) as at June 30, 2005 and the consolidated  statements
of operations and deficit,  and cash flows for the period from  incorporation on
January  26,  2005  to  June  30,  2005.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian  generally  accepted auditing
standards and the standards of the Public  Company  Accounting  Oversight  Board
(United  States).  Those standards  require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial position of Gran Tierra Energy Inc. as at June
30,  2005 and the  results of its  operations  and its cash flows for the period
from  incorporation  on January  26, 2005 to June 30,  2005 in  accordance  with
accounting principles generally accepted in the United States of America.

The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included consideration
of internal  control over  financial  reporting as a basis for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly we express no such opinion.

Calgary, Alberta, Canada                               /s/ Deloitte & Touche LLP
November 7, 2005                    Independent Registered Chartered Accountants

COMMENTS BY INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS ON CANADA-UNITED STATES
OF AMERICA REPORTING DIFFERENCES

The standards of the Public Company  Accounting  Oversight Board (United States)
require  the  addition  of  an  explanatory  paragraph  (following  the  opinion
paragraph)  when the financial  statements are affected by conditions and events
that cast a substantial  doubt on the  Company's  ability to continue as a going
concern,  such as those  described in note 1 to the  financial  statements.  Our
report is expressed in accordance with Canadian  reporting  standards,  which do
not require a reference to such  conditions  and events in the auditors'  report
when these are adequately disclosed in the financial statements.

Calgary, Alberta, Canada                               /s/ Deloitte & Touche LLP
November 7, 2005                    Independent Registered Chartered Accountants

                                      F-1
GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Statement of Operations and Deficit
Period from Incorporation on January 26, 2005 to June 30, 2005
(Stated in US dollars)
--------------------------------------------------------------------------------
                                                                          $
                                                                     ----------

REVENUES                                                                     --
                                                                     ----------
OPERATING EXPENSES
  General and administration                                            259,337
  Depreciation                                                            2,209
                                                                     ----------
                                                                        261,546
                                                                     ----------
LOSS BEFORE INCOME TAXES                                               (261,546)

INCOME TAXES                                                                 --
                                                                     ----------

LOSS AND DEFICIT, END OF PERIOD                                        (261,546)
                                                                     ==========

BASIC AND DILUTED LOSS PER SHARE                                           0.10
                                                                     ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                  2,500,000
                                                                     ==========

(See notes to the consolidated financial statements)

                                      F-2
GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Balance Sheet
June 30, 2005
(Stated in US dollars)
--------------------------------------------------------------------------------
                                                                          $
                                                                     ----------
ASSETS

CURRENT
  Cash                                                                1,318,822
  Accounts receivable                                                     1,414
                                                                     ----------
                                                                      1,320,236

Capital assets (Note 3)                                                  42,946
                                                                     ----------
                                                                      1,363,182
                                                                     ==========
LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                              126,778
                                                                     ----------
SHAREHOLDERS' EQUITY

  Share capital (Note 4)
   (11,250,000 common voting shares, without par value, issued
     and outstanding at June 30, 2005)                                1,497,950
  Deficit accumulated during the development stage                     (261,546)
                                                                     ----------
                                                                      1,236,404
                                                                     ----------
                                                                      1,363,182
                                                                     ==========

(See notes to the consolidated financial statements)

                                      F-3
GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Statement of Cash Flows
Period from Incorporation on January 26, 2005 to June 30, 2005
(Stated in US dollars)
--------------------------------------------------------------------------------
                                                                          $
                                                                     ----------
CASH FLOWS RELATED TO THE
  FOLLOWING ACTIVITIES:

OPERATING
  Net loss                                                             (261,546)
  Adjustment for:
    Depreciation                                                          2,209

  Changes in non-cash working capital (Note 6)                          125,364
                                                                     ----------
                                                                       (133,973)
                                                                     ----------
FINANCING
  Proceeds from issuance of common shares                             1,497,950
                                                                     ----------
INVESTING
  Purchase of capital assets                                            (45,155)
                                                                     ----------

NET INCREASE IN CASH                                                  1,318,822

CASH, BEGINNING OF PERIOD                                                    --
                                                                     ----------

CASH, END OF PERIOD                                                   1,318,822
                                                                     ==========
Supplemental cash flow disclosures:
  Cash paid for interest                                                     --
  Cash paid for taxes                                                        --
                                                                     ==========

(See notes to the consolidated financial statements)

                                      F-4
GRAN TIERRA ENERGY INC.                                                        1
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

1.    DESCRIPTION OF BUSINESS AND GOING CONCERN

      Gran  Tierra  Energy  Inc.  (the  "Company")  was  incorporated  under the
      Business  Corporations  Act  (Alberta) on January 26, 2005.  The Company's
      principal  business  is to pursue  opportunities  in oil and  natural  gas
      exploration and development.

      The  Company's  ability to continue as a going  concern is dependent  upon
      obtaining the necessary financing to acquire oil and natural gas interests
      and generate profitable  operations from its oil and natural gas interests
      in the future.

      Management of the Company plans to address the above as follows:

      o     raise  additional  capital  through the sale and  issuance of common
            shares (see note 4);

      o     borrow from Goldstrike,  Inc., a Nevada company, under a bridge loan
            facility to acquire oil and natural gas interests in Argentina  (see
            note 8);

      o     pursue a merger with Goldstrike,  Inc, a Nevada company,  which will
            allow the Company to raise  additional  capital through the sale and
            issuance of common  shares in the United States of America (see note
            8); and

      o     acquire producing and non-producing oil and natural gas interests in
            Argentina  for  approximately  $7,000,000  on September 1, 2005 (see
            note 8). These properties  produced profit after direct expenses and
            royalties of  approximately  $2,800,000  for the year ended December
            31, 2004.

      Should the going concern assumption not be appropriate and the Company not
      be able to realize  its assets  and settle its  liabilities  in the normal
      course  of  operations,  these  consolidated  financial  statements  would
      require  adjustments  to the  amounts  and  classifications  of assets and
      liabilities.

                                      F-5
GRAN TIERRA ENERGY INC.                                                        2
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES

      These consolidated  financial  statements have been prepared in accordance
      with  accounting  principles  generally  accepted in the United  States of
      America. The significant accounting policies are:

      Development stage company

      The Company is a development stage company as it does not have established
      operations.

      Principles of consolidation

      These  consolidated  financial  statements  include  the  accounts  of the
      Company and its wholly-owned  subsidiaries.  All intercompany accounts and
      transactions  have  been  eliminated.  The  Company  will  proportionately
      consolidate  its  undivided  interest  in  oil  and  gas  exploration  and
      development joint ventures.

      Use of estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that effect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

                                      F-6
GRAN TIERRA ENERGY INC.                                                        3
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Foreign currency translation

      The Company's functional currency is the United States Dollar. The balance
      sheet  accounts of the  Company's  foreign  operations  that use different
      functional  currencies  are  translated  into US dollars at the period-end
      exchange  rates,  while income,  expenses and cash flows are translated at
      the average  exchange  rates for the period.  Translation  gains or losses
      related to net assets will be included as a component of accumulated other
      comprehensive  income in shareholders'  equity. Gains and losses resulting
      from foreign currency transactions,  which are transactions denominated in
      a currency other than the entity's  functional  currency,  are included in
      the consolidated statement of operations and deficit.

      Fair value of financial instruments

      The Company's  financial  instruments  are cash,  accounts  receivable and
      accounts  payable  and  accrued  liabilities.  The  fair  values  of these
      financial  instruments  approximate  their  carrying  values  due to their
      immediate or short-term nature.

      Capital assets

      Capital  assets are  recorded at cost upon  acquisition.  Depreciation  is
      provided using the declining balance-basis at the following annual rates:

                      Computer equipment             30%
                      Automobiles                    30%

      Income taxes

      Income  taxes  are  reported  under  Statement  of  Financial   Accounting
      Standards  ("SFAS") No. 109 and,  accordingly,  deferred  income taxes are
      recognized  using the asset and  liability  method,  whereby  deferred tax
      assets and  liabilities  are  recognized  for the future tax  consequences
      attributable  to  differences  between the  financial  statement  carrying
      amounts of existing assets and liabilities and their respective tax bases,
      and operating loss and tax credit carryforwards.  Valuation allowances are
      provided if, after considering  available evidence, it is more likely than
      not that some or all of the deferred tax assets will not be realised.

                                      F-7
GRAN TIERRA ENERGY INC.                                                        4
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Loss per share

      Basic  loss per  share  calculations  are based on the net  income  (loss)
      attributable to common shareholders for the period divided by the weighted
      average number of common shares issued and outstanding  during the period.
      The  diluted  earnings  (loss)  per  share  calculations  are based on the
      weighed  average  number of common shares  outstanding  during the period,
      plus the  effects  of  dilutive  common  share  equivalents.  This  method
      requires  that the  dilutive  effect of  outstanding  options and warrants
      issued should be calculated  using the treasury stock method.  This method
      assumes  that all common  share  equivalents  have been  exercised  at the
      beginning of the period (or at the time of issuance,  if later),  and that
      the funds  obtained  thereby  were used to purchase  common  shares of the
      Company at the average trading price of common shares during the period.

      Oil and natural gas properties

      The Company will use the full cost method of accounting for its investment
      in oil  and  natural  gas  properties.  Under  this  method,  the  Company
      capitalizes all  acquisition,  exploration and development  costs incurred
      for the  purpose  of  finding  oil and  natural  gas  reserves,  including
      salaries, benefits and other internal costs directly attributable to these
      activities.   Costs  associated  with  production  and  general  corporate
      activities,  however, are expensed in the period incurred.  Interest costs
      related to unproved  properties and properties under  development are also
      capitalized  to oil and  natural  gas  properties.  Unless  a  significant
      portion of the Company's proved reserve quantities in a particular country
      are sold  (greater  than 25  percent),  proceeds  from the sale of oil and
      natural gas  properties  are accounted  for as a reduction to  capitalized
      costs, and gains and losses are not recognized.

      The Company will compute depreciation, depletion and amortization ("DD&A")
      of  oil  and  natural  gas  properties  on a  quarterly  basis  using  the
      unit-of-production  method based upon  production  and estimates of proved
      reserve quantities.  Unproved properties are excluded from the amortizable
      base until evaluated.  The cost of exploratory dry wells is transferred to
      proved  properties  and thus  subject  to  amortization  immediately  upon
      determination  that a well is dry in those countries where proved reserves
      exist. In countries where the Company has not booked proved reserves,  all
      costs  associated  with a prospect or play are  considered  quarterly  for
      impairment  upon full evaluation of such prospect or play. This evaluation
      considers  among other factors,  seismic data,  requirements to relinquish
      acreage,  drilling  results,  remaining  time  in the  commitment  period,
      remaining capital plans, and political,  economic,  and market conditions.
      Geological and  geophysical  ("G&G") costs are recorded in proved property
      and therefore subject to amortization as incurred in mature basins.

                                      F-8
GRAN TIERRA ENERGY INC.                                                        5
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      In exploration  areas, G&G costs are capitalized in unproved  property and
      evaluated  as  part  of the  total  capitalized  costs  associated  with a
      prospect or play.  Future  development  costs are added to the amortizable
      base.

      In performing  its quarterly  ceiling test,  the Company will limit,  on a
      country-by-country  basis, the capitalized costs of proved oil and natural
      gas properties,  net of accumulated DD&A and deferred income taxes, to the
      estimated  future net cash flows from proved oil and natural gas  reserves
      discounted  at 10 percent,  net of related tax effects,  plus the lower of
      cost or fair value of  unproved  properties  included  in the costs  being
      amortized.  If capitalized  costs exceed this limit, the excess is charged
      as additional DD&A expense.  The Company  calculates future net cash flows
      by  applying  end-of-the-period  prices  except in those  instances  where
      future  natural gas or oil sales are covered by  physical  contract  terms
      providing for higher or lower amounts.

      Given the  volatility  of oil and  natural gas  prices,  it is  reasonably
      possible that the Company's  estimate of discounted  future net cash flows
      from proved oil and natural gas reserves could change in the near term. If
      oil and natural gas prices decline significantly, even if only for a short
      period of time,  it is possible  that  write-downs  of oil and natural gas
      properties could occur.

      Unproved properties will be assessed quarterly for possible impairments or
      reductions in value. If a reduction in value has occurred,  the impairment
      is transferred to proved properties.  For international operations where a
      reserve base has not yet been  established,  the  impairment is charged to
      earnings.

      Asset retirement obligations

      The Company will use  Statement of Financial  Accounting  Standard No. 143
      Accounting  for  Asset   Retirement   Obligations  to  account  for  asset
      retirement  obligations which requires  recognition of a liability for the
      future  retirement  obligations  associated  with  capital  assets,  which
      includes oil and natural gas properties.  The asset retirement  obligation
      is initially  measured at fair value and  capitalized to capital assets as
      an asset retirement cost. The asset retirement  obligation  accretes until
      the time the asset  retirement  obligation is expected to settle while the
      asset  retirement cost is amortized over the useful life of the underlying
      capital assets.

      The  amortization  of the asset  retirement  cost and the accretion of the
      asset  retirement  obligation  will be  included  in  DD&A.  Actual  asset
      retirement  costs are recorded  against the obligation when incurred.  Any
      difference between the recorded asset retirement obligation

                                      F-9
GRAN TIERRA ENERGY INC.                                                        6
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      and the actual  retirement costs incurred is recorded as a gain or loss in
      the period of settlement.

      Recent Accounting Pronouncements

      In  December  2004,   the  FASB  issued  SFAS  No.  123  (revised   2004),
      "Share-Based  Payment",  which is a revision of SFAS No. 123,  "Accounting
      for Stock-Based Compensation".  SFAS No. 123(R) supersedes APB Opinion No.
      25,  "Accounting  for Stock Issued to Employees",  and amends SFAS No. 95,
      "Statement of Cash Flows".  Generally,  the approach in SFAS No. 123(R) is
      similar to the  approach  described  in SFAS No.  123.  However,  SFAS No.
      123(R) requires all share-based payments to employees, including grants of
      employee stock options,  to be recognized in the income statement based on
      their fair values. Pro forma disclosure is no longer an alternative.  SFAS
      No.  123(R) also  requires  the  benefits of tax  deductions  in excess of
      recognized  compensation  cost to be  reported  as a  financing  cash flow
      rather  than  as  an  operating   cash  flow  as  required  under  current
      literature.  This  requirement  will reduce net  operating  cash flows and
      increase net financing cash flows in periods after adoption.  To assist in
      the  implementation  of the new  standard,  the SEC  issued  SAB No.  107,
      "Share-Based Payment". While SAB No. 107 addresses a wide range of issues,
      the largest area of focus is valuation  methodologies and the selection of
      assumptions.  Notably,  SAB  No.  107  lays  out  simplified  methods  for
      developing certain  assumptions.  In addition to providing the SEC staff's
      interpretive  guidance  on SFAS No.  123(R),  SAB No.  107  addresses  the
      interaction  of SFAS No.  123(R) with  existing  SEC guidance  (e.g.,  the
      interaction  with the SEC's guidance  dealing with non-GAAP  disclosures).
      The  compliance  date for SFAS No.  123(R) has been  amended such that the
      standard will be effective for the first fiscal year beginning  after June
      15, 2005.  As of the required  effective  date,  all public  entities will
      apply this standard using a modified  version of prospective  application.
      Under that transition  method,  compensation cost is recognized  beginning
      with the effective date (a) based on the  requirements  of SFAS No. 123(R)
      for all  share-based  payments  granted after the effective  date, and (b)
      based  on the  requirements  of SFAS No.  123 for all  awards  granted  to
      employees  prior to the  effective  date of SFAS No.  123(R)  that  remain
      unvested on the effective date. For periods before the required  effective
      date,  entities  may elect to apply a modified  version  of  retrospective
      application  under  which  financial  statements  for  prior  periods  are
      adjusted on a basis consistent with the pro forma disclosures required for
      those  periods by SFAS No. 123. The Company plans to adopt SFAS No. 123(R)
      on  January  1,  2006 and is  reviewing  the  standard  to  determine  the
      potential impact, if any, on its consolidated financial statements.

                                      F-10
GRAN TIERRA ENERGY INC.                                                        7
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Recent Accounting Pronouncements (Continued)

      In March 2005,  the FASB issued FIN No. 47,  "Accounting  for  Conditional
      Asset  Retirement  Obligations".  FIN  No.  47  clarifies  that  the  term
      Conditional  Asset  Retirement   Obligation  as  used  in  SFAS  No.  143,
      "Accounting  for  Asset  Retirement   Obligations",   refers  to  a  legal
      obligation  to perform an asset  retirement  activity  in which the timing
      and/or method of settlement are  conditional on a future event that may or
      may not be within the  control of the  entity.  Accordingly,  an entity is
      required  to  recognize a  liability  for the fair value of a  conditional
      asset  retirement  obligation  if the fair value of the  liability  can be
      reasonably  estimated.  The  interpretation is effective no later than the
      end of fiscal  years  ending  after  December  15,  2005.  The  Company is
      reviewing the interpretation to determine the potential impact, if any, on
      its consolidated financial statements.

      In May 2005, the FASB issued SFAS No. 154 ("SFAS 154") "Accounting Changes
      and  Error  Corrections--a  replacement  of APB  Opinion  No.  20 and FASB
      Statement No. 3". SFAS 154 changes the requirements for the accounting for
      and  reporting  of a change in  accounting  principle.  APB Opinion No. 20
      previously required that most voluntary changes in accounting principle be
      recognized  by  including  in net  income of the  period of the change the
      cumulative  effect of changing to the new accounting  principle.  SFAS 154
      requires retrospective  application to prior periods' financial statements
      for  changes  in  accounting  principle,  unless  it is  impracticable  to
      determine either the  period-specific  effects or the cumulative effect of
      the  change.  SFAS 154  applies to all  voluntary  changes  in  accounting
      principle.  SFAS 154 also  applies to changes  required  by an  accounting
      pronouncement  in the unusual  instance  that the  pronouncement  does not
      include  specific  transition  provisions.  When a pronouncement  includes
      specific transition provisions,  those provisions should be followed. SFAS
      154 carries forward  without change the guidance  contained in APB Opinion
      No. 20 for  reporting  the  correction  of an error in  previously  issued
      financial  statements and a change in accounting  estimate.  SFAS 154 also
      carries forward the guidance in APB Opinion No. 20 requiring justification
      of a change in accounting  principle on the basis of  preferability.  SFAS
      154 is effective for accounting  changes and corrections of errors made in
      fiscal years beginning after December 15, 2005.

                                      F-11
GRAN TIERRA ENERGY INC.                                                        8
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Recent Accounting Pronouncements (Continued)

      In June 2004, the Financial  Accounting Standards Board ("FASB") issued an
      exposure  draft of a proposed  statement,  "Fair  Value  Measurements"  to
      provide  guidance  on how to  measure  the  fair  value of  financial  and
      non-financial  assets and liabilities when required by other authoritative
      accounting  pronouncements.  The  proposed  statement  attempts to address
      concerns about the ability to develop reliable estimates of fair value and
      inconsistencies  in fair value guidance  provided by current U.S. GAAP, by
      creating a  framework  that  clarifies  the fair value  objective  and its
      application  in  GAAP.  In  addition,  the  proposal  expands  disclosures
      required about the use of fair value to re-measure assets and liabilities.
      The standard would be effective for financial statements issued for fiscal
      years ending after December 15, 2006.

      In June 2005, the FASB published an Exposure Draft containing proposals to
      change the accounting for business  combinations.  The proposed  standards
      would replace the existing  requirements of the FASB's  Statement No. 141,
      "Business Combinations". The proposals would result in fewer exceptions to
      the principle of measuring  assets acquired and  liabilities  assumed in a
      business  combination  at fair value.  Additionally,  the proposals  would
      result in payments to third  parties for  consulting,  legal,  audit,  and
      similar services associated with an acquisition being recognized generally
      as expenses when incurred rather than  capitalized as part of the business
      combination.  The FASB also  published  an Exposure  Draft that  proposes,
      among other  changes,  that  non-controlling  interests be  classified  as
      equity within the consolidated  financial statements.  The FASB's proposed
      standard would replace Accounting Research Bulletin No. 51,  "Consolidated
      Financial Statements".

3.    CAPITAL ASSETS
                                             ----------------------------------
                                                          Accumulated  Net Book
                                                 Cost     Depreciation   Value
                                                  $            $           $
                                             ----------------------------------

      Computer equipment                         8,316          367       7,949
      Automobiles                               36,839        1,842      34,997
                                             ----------------------------------
                                                45,155        2,209      42,946
                                             ==================================

                                      F-12
GRAN TIERRA ENERGY INC.                                                        9
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

4.    SHARE CAPITAL
                                                         ----------------------
                                                          Number of     Amount
                                                            Shares         $
                                                         ----------------------
        Balance, beginning of period                             -            -
        Common shares issued                             11,250,000   1,497,950
                                                         ----------------------

        Balance, end of period                           11,250,000   1,497,950
                                                         ======================

Subsequent to June 30, 2005, 1,350,000 common shares were issued for proceeds of
approximately $280,000.

5.    INCOME TAXES

      There is a loss of  approximately  $260,000  carried  forward  that may be
      applied  against  future  taxable  income.  The Company  does not have any
      income tax  liabilities  during the current  period and,  accordingly,  no
      income taxes are  recorded.  A valuation  allowance has been taken for the
      potential  income tax  benefit  associated  with the loss  incurred by the
      Company in the period, due to uncertainty of utilisation of the tax loss.

The income tax expense  (recovery)  reported differs from the amount computed by
applying  the  statutory  rate to loss  before  income  taxes for the  following
reasons:

                                                                          $
                                                                      ---------

      Loss before income taxes                                         (261,546)
      Statutory income tax rate                                              35%

      Income tax benefit                                                 91,541
      Valuation allowance                                               (91,541)
                                                                      ---------
                                                                             --
                                                                      =========

                                      F-13
GRAN TIERRA ENERGY INC.                                                       10
(a development stage company)

Notes to the Consolidated Financial Statements
Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)
--------------------------------------------------------------------------------

6.    CHANGES IN NON-CASH WORKING CAPITAL

      The changes in non-cash working capital are comprised of the following:

                                                                      ---------
                                                                          $
                                                                      ---------

      Increase in accounts receivable                                    (1,414)
      Increase in accounts payable and accrued liabilities              126,778
                                                                      ---------
                                                                        125,364
                                                                      =========

7.    COMMITMENTS

      The Company leases an automobile under a capital lease that expires on
      April 30, 2006.

      The future minimum lease payments under the capital lease are as follows:

                                                    $
                                                ---------

              2005                                 13,262
              2006                                  7,578
                                                ---------
              Total minimum lease payments         20,840
                                                =========

8.    SUBSEQUENT EVENTS

      The Company  entered into an  agreement  with  Goldstrike,  Inc., a Nevada
      company, to consummate a share exchange effective as of November 10, 2005.

      The  Company  acquired  producing  and  non-producing  oil and natural gas
      interests in Argentina for  approximately $7 million on September 1, 2005.
      The acquisition was financed by a bridge loan from Goldstrike, Inc.

                                      F-14
Report of Independent Registered
Public Accounting Firm

To the Board of Directors of
Dong Won Corporation and Gran Tierra Energy Inc.

We have audited the accompanying  schedule of revenues,  royalties and operating
cost (the  "financial  statements")  corresponding  to the 14%  interest  in the
Palmar Largo joint venture  (representing  the 14% working interest  acquired by
Gran Tierra Energy Inc.  through its wholly owned  subsidiary Gran Tierra Energy
Argentina  S.A.  in the "YPF S.A.  -  Pluspetrol  S.A.  -  Compania  General  de
Combustibles  S.A. - Dong Won  Corporation - Palmar Largo Union  Transitoria  de
Empresas"  (the "Palmar Largo joint  venture")) for the years ended December 31,
2004 and 2003 (the "Schedule of Revenues,  Royalties and Operating  Cost").  The
Schedule of Revenues, Royalties and Operating Cost is the responsibility of Dong
Won  Corporation's  management.  Our  responsibility is to express an opinion on
this Schedule of Revenues, Royalties and Operating Cost based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. Dong Won Corporation is not required
to have, nor were we engaged to perform, an audit of their internal control over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the purposes of  expressing  an
opinion on the  effectiveness  of Dong Won  Corporation's  internal control over
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures  in the financial  statement.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our  opinion,  the  financial  statement  presents  fairly,  in all  material
respects,  the revenues,  royalties and operating cost  corresponding to the 14%
interest in the Palmar Largo joint venture on the basis of accounting  described
in Notes 1 and 2 for the years ended  December 31, 2004 and 2003,  in conformity
with accounting principles generally accepted in the United States of America.

Buenos Aires, Argentina
November 7, 2005

Deloitte & Co. S.R.L.

/s/Ricardo C. Ruiz
Ricardo C. Ruiz
Partner

                                      F-15
Schedule of Revenues,  Royalties and  Operating  Cost  corresponding  to the 14%
interest in the Palmar Largo joint venture for the years ended December 31, 2004
and 2003 and for the six months ended June 30, 2005 and 2004  (unaudited)  (Note
1)

(Amounts expressed in U.S. Dollars - Note 2)

                             Six-month period ended            Year ended
                            ------------------------    ------------------------
                             June 30,       June 30,
                               2005          2004         2004           2003
                            ----------    ----------    ----------    ----------
                            (unaudited)   (unaudited)

Revenues                    2,065,587     2,036,454     4,703,136     4,422,688
Royalties                    (258,716)     (239,111)     (492,535)     (457,293)
Operating costs              (837,524)     (635,088)   (1,424,152)   (1,297,260)
                           ----------    ----------    ----------    ----------

                              969,347     1,162,255     2,786,449     2,668,135
                           ==========    ==========    ==========    ==========

                                      F-16
Schedule of Revenues,  Royalties and  Operating  Cost  corresponding  to the 14%
interest in the Palmar Largo joint venture for the years ended December 31, 2004
and 2003 and for the six months ended June 30, 2005 and 2004 (unaudited)

1.    Basis of Presentation

      The  accompanying  Schedule of  Revenues,  Royalties  and  Operating  Cost
      includes the revenues,  royalties and operating  costs for the years ended
      December  31, 2004 and 2003 and for the six months ended June 30, 2005 and
      2004  (unaudited),  corresponding  to the 14% working interest in the "YPF
      S.A. - Pluspetrol S.A. - Compania General de Combustibles  S.A. - Dong Won
      Corporation  - Palmar Largo Union  Transitoria  de Empresas"  (the "Palmar
      Largo joint venture")  acquired on September 1, 2005 by Gran Tierra Energy
      Inc. through its wholly owned subsidiary Gran Tierra Energy Argentina S.A.
      from  Dong Won  Corporation.  The  Schedule  of  Revenues,  Royalties  and
      Operating  Cost does not include any cost related to indirect  general and
      administrative  costs,  income and capital taxes or any provisions related
      to depletion, depreciation or asset retirement obligation.

      The interim  financial  information for the six months ended June 30, 2005
      and 2004 is  unaudited  and has  been  prepared  on the same  basis as the
      audited financial statement. In the opinion of management,  such unaudited
      information includes all adjustments  (consisting only of normal recurring
      adjustments) necessary for a fair presentation of the interim information.
      The  results for the six months  ended June 30,  2005 are not  necessarily
      indicative  of the  results  that  may be  expected  for the  year  ending
      December 31, 2005.

      The Palmar  Largo joint  venture was formed on November 24, 1992 under the
      method  foreseen in Chapter III,  Section II of Argentine  Law No.  19.550
      (volume 1984 and their modifications). The Palmar Largo joint venture aims
      at exploring,  exploiting and developing the  hydrocarbons  of the "Palmar
      Largo" Area.

      On  December  18,  1992,  by  Decree  2.444/92  of the  Argentine  Federal
      Executive,  the production and  exploration  concession  corresponding  to
      "Palmar  Largo" Area -  Northwest  Basin-  Provinces  of Salta and Formosa
      offered by the  International  Public  Bidding No 14-280/92 was awarded to
      Y.P.F S.A., Pluspetrol Exploracion y Produccion S.A, Norcen Argentina S.A,
      Compania  General de Combustibles  S.A and Dong Won Co. Ltd.  According to
      Argentine laws, production  concessions have a term of 25 years, which may
      be extended  for an  additional  ten-year  term,  in  accordance  with the
      corresponding applicable legislation.

      The concession is managed through the joint venture's  partners  through a
      formal  joint  venture  operating  agreement.  After  given  effect to the
      acquisition  of the 14% interest in the Palmar Largo joint venture by Gran
      Tierra  Energy  Argentina  S.A. as mentioned in the first  paragraph,  the
      interest  of each of the  companies  making  up the joint  venture  are as
      follows:  YPF S.A.:  30%,  Pluspetrol  S.A.  (joint  venture's  Operator):
      38.15%,  Compania  General de  Combustibles  S.A:  17.85% and Gran  Tierra
      Energy Argentina S.A.: 14%.

      Since the Palmar  Largo joint  venture's  partners  are the holders of the
      hydrocarbons produced in the Palmar Largo area, each of them withdraws the
      production  that the  Operator  assigns in the  measurement  and  delivery
      point.

      The accompanying  schedule of revenues,  royalties and operating cost only
      represents the revenues, royalties and operating cost corresponding to the
      Palmar Largo joint venture's  production assigned to and commercialized by
      Dong Won  Corporation  for the years ended  December 31, 2004 and 2003 and
      for the six months ended June 30, 2005 and 2004 (unaudited),  representing
      its 14% interest in the Palmar Largo joint venture's  assigned  production
      for such years.

                                      F-17
2.    Significant Accounting Policies

      The schedule of revenues,  royalties and operating  cost has been prepared
      in accordance with generally accepted accounting  principles in the United
      States of America ("U.S. GAAP") as follows:

      Revenues

      Revenues  from  the  sale of  product  are  recognized  upon  delivery  to
      purchasers.

      Royalties

      A 12% royalty is payable on the  estimated  value at the wellhead of crude
      oil production and the natural gas volumes  commercialized.  The estimated
      value is calculated  based upon the actual sale price of the crude oil and
      gas produced, less the costs of transportation and storage.

      Operating cost

      Operating  cost include  amounts  incurred on extraction of product to the
      surface,   gathering,  field  processing,   treating,  field  storage  and
      transportation.

      Translation to U.S. dollars

      In preparing the Schedule of Revenues,  Royalties and Operating  Cost, the
      results have been translated  from Argentine  pesos to U.S.  dollars using
      the average  exchange rate for each year. The average  exchange rates from
      Argentine  pesos to U.S.  dollars were Argentine peso 2.9416 and 2.9492 to
      U.S.  dollar for the years ended December 31, 2004 and 2003,  respectively
      and  Argentine  peso  2.9108 and 2.9069 to U.S.  dollar for the six months
      ended June 30, 2005 and 2004, respectively.

                                      F-18
(b)   Pro Forma financial information.

      GRAN TIERRA ENERGY, INC.
      PROFORMA FINANCIAL STATEMENTS
      AS AT JUNE 30, 2005 AND FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 2005
      AND THE YEAR ENDED DECEMBER 31, 2004

      On  November  10,  2005,  pursuant  to a share  purchase  agreement  among
      Goldstrike  Inc.  ("Goldstrike"),  Gran Tierra  Energy Inc.  ("Gran Tierra
      Energy")  and the holders of common  shares of Gran  Tierra  Energy and an
      assignment  agreement  between  Goldstrike and  Goldstrike  Exchange Co, a
      Canadian  corporation   indirectly-owned  by  Goldstrike   ("Exchangeco"),
      Exchangeco  acquired all of the  outstanding  common shares in Gran Tierra
      Energy in exchange for which each Gran Tierra common shareholder, at their
      election,  received either  1.5873016 shares of common stock of Goldstrike
      ("Common  Stock")  and/or  1.5873016  shares  of  exchangeable   stock  of
      Exchangeco   ("Exchangeable   Shares").  As  a  result  of  the  foregoing
      transactions,  Gran Tierra Energy became an indirectly-owned subsidiary of
      Goldstrike  and Goldstrike  changed its name to Gran Tierra  Energy,  Inc.
      (the "Company").

      Subsequent to June 30, 2005, in order to  facilitate  merger  discussions,
      Goldstrike  advanced  funds  through a  bridge-financing  facility to Gran
      Tierra Energy to acquire  producing and  non-producing oil and natural gas
      properties in Argentina and for working  capital  purposes.  The principal
      acquisition  was a 14%  interest in the Palmar  Largo joint  venture  (the
      "Palmar   Largo   Property"),    for   approximately    $7,000,000.    The
      bridge-financing facility advanced to Gran Tierra Energy by Goldstrike has
      not been  included in these pro forma  financial  statements as the amount
      due to  Goldstrike by Gran Tierra Energy and the amount due by Gran Tierra
      Energy to Goldstrike are eliminated on consolidation.

      The accompanying  unaudited pro forma  consolidated  financial  statements
      ("pro forma statements")  reflect the acquisition of Gran Tierra Energy by
      Goldstrike  using the purchase method of accounting and takes into account
      the acquisition of the Palmar Largo Property. The acquisition is accounted
      for as a reverse  takeover of  Goldstrike  by Gran Tierra  Energy,  as the
      shareholders  of Gran Tierra Energy will control the  consolidated  entity
      after the acquisition.

      The pro forma statements have been prepared for inclusion in the Current
      Report on Form 8-K of the Company dated November 10, 2005 and have been
      prepared from, and should be read in conjunction with, the following:

      o     Gran Tierra Energy's audited  consolidated  financial statements for
            the period from incorporation on January 26, 2005 to June 30, 2005;
      o     Goldstrike's unaudited financial statements for the six months ended
            June 30, 2005 and 2004;
      o     Goldstrike's   audited  financial  statements  for  the  year  ended
            December 31, 2004;
      o     unaudited  schedules of revenues,  royalties and operating  costs of
            the Palmar Largo Property for the six months ended June 30, 2005 and
            2004; and
      o     audited schedules of revenues,  royalties and operating costs of the
            Palmar Largo Property for the year ended December 31, 2004.

                                       32
GRAN TIERRA ENERGY, INC.

                      PRO FORMA CONSOLIDATED BALANCE SHEET
As at June 30, 2005
(Unaudited)
(thousands of US dollars)
-------------------------------------------------------------------------------------1
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
ASSETS
Current assets
  Cash and cash
  equivalents              1,319        1         -      3,291               4,611
  Accounts receivable          1        -         -          -                   1
                         -------------------------------------            --------
                           1,320        1         -      3,291               4,612

Capital assets                43        -         -      7,110    2b,4       7,153
                         -------------------------------------            --------
                           1,363        1         -     10,401              11,765
                         =====================================            ========
LIABILITIES
Current liabilities
  Accounts payable and
    accrued liabilities      127        6         -          -                 133
  Related party note           -       10         -        (10)    2d            -
                         -------------------------------------            --------
                             127       16         -        (10)                133
                         -------------------------------------            --------

Asset retirement
obligations                    -        -         -        110    2b,4         110
                         -------------------------------------            --------

SHAREHOLDERS' EQUITY
                                                  -               2a,
  Share capital            1,498       32               10,254     2c       11,784
  Deficit                   (262)     (47)        -         47     2c         (262)
                         -------------------------------------            --------
                           1,236      (15)        -     10,301              11,522
                         -------------------------------------            --------
                           1,363        1         -     10,401              11,765
                         =====================================            ========
33
GRAN TIERRA ENERGY, INC.

                      PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Six-Month Period Ended June 30, 2005
(Unaudited)
(thousands of US dollars, except for per share amounts)
-------------------------------------------------------------------------------------
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
REVENUE
  Oil and natural gas
revenue                        -        -     2,066          -               2,066
  Royalties                    -        -      (259)         -                (259)
                         -------------------------------------            --------
                               -        -     1,807          -               1,807
                         -------------------------------------            --------

EXPENSES
  Operating                    -        -       838          -                 838
  General and
  administrative             260       22         -          -                 282
  Depletion,
    depreciation and
    accretion                  2        -         -        457     3a          459
                         -------------------------------------            --------
                             262       22       838        457               1,579
                         -------------------------------------            --------

Earnings (loss) before
  income taxes              (262)     (22)      969       (457)                228

Provision for income
taxes                          -        -         -        179     3b          179
                         -------------------------------------            --------

NET EARNINGS (LOSS)
  FOR THE PERIOD            (262)     (22)      969       (636)                 49
                         =====================================            ========

Basic and Diluted
  Earnings (Loss) Per
  Share                    (0.10)   (0.01)        -          -      5         0.00
                         =====================================            ========
34
GRAN TIERRA ENERGY, INC.

                      PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2004
(Unaudited)
(thousands of US dollars, except for per share amounts)
-------------------------------------------------------------------------------------
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
REVENUE
Oil and natural gas
revenue                        -        -     4,703          -               4,703
Royalties                      -        -      (493)         -                (493)
                         -------------------------------------            --------
                               -        -     4,210          -               4,210
                         -------------------------------------            --------

EXPENSES
Operating expenses             -        -     1,424          -               1,424
General and
administrative                 -        5         -          -                   5
Depletion, depreciation
  and accretion                -        -         -      1,011     3a        1,011
                         -------------------------------------            --------
                               -        5     1,424      1,011               2,440
                         -------------------------------------            --------

Earnings (loss) before
  income taxes                 -       (5)    2,786     (1,011)              1,770

Provision for income
taxes                          -        -         -        620      3b         620
                         -------------------------------------            --------

NET EARNINGS (LOSS)
  FOR THE PERIOD               -       (5)    2,786     (1,631)              1,150
                         =====================================            ========

Basic and Diluted
  Earnings (Loss) Per
  Share                        -    (0.00)        -          -      5         0.03
                         =====================================            ========
35
GRAN TIERRA ENERGY, INC.                                                      1
--------------------------------------------------------------------------------
Notes to the Pro forma Consolidated Financial Statements
--------------------------------------------------------------------------------
As at June 30, 2005 and for Six-Month Period Ended June 30, 2005 and the Year
Ended December 31, 2004
(Unaudited)
(Tabular amounts expressed in thousands of US dollars)
--------------------------------------------------------------------------------

1.    BASIS OF PRESENTATION

      These pro forma  consolidated  financial  statements have been prepared in
      accordance  with generally  accepted  accounting  principles in the United
      States of America ("GAAP") and Gran Tierra Energy's  accounting  policies,
      as disclosed in Note 2 of the audited financial  statements of Gran Tierra
      Energy for the period ended June 30, 2005.

      The pro forma consolidated financial statements are based on the estimates
      and  assumptions  included  in these  notes and  include  all  adjustments
      necessary for the fair presentation of the transactions in accordance with
      GAAP.  The  purchase  price  allocation  is  preliminary  and is  based on
      management's  best estimate of the fair values of the assets  acquired and
      liabilities  assumed. The purchase price allocation will be completed once
      all final  adjustments  have been  identified  and the asset and liability
      valuations have been finalized.

      These pro forma  consolidated  financial  statements  are not  intended to
      reflect results from operations or the financial position which would have
      actually   resulted  had  the  acquisition  been  effected  on  the  dates
      indicated.  These pro forma  statements do not include any cost savings or
      other synergies that may result from the transaction.  Moreover, these pro
      forma  statements  are not  intended  to be  indicative  of the results of
      operations or financial position which may be obtained in the future.

2.    PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED BALANCE SHEET

      The  following  adjustments  have been made as at June 30, 2005 to reflect
      the  transactions  described above, as if these  transactions  occurred on
      June 30, 2005 for purposes of the pro forma consolidated balance sheet.

      a.    Sale of common stock and warrants of Goldstrike  for net proceeds of
            $10,301,000 after issue costs of $52,000.

      b.    Acquisition  of the Palmar Largo  Property by Gran Tierra Energy for
            approximately $7,000,000 (see note 4).

      c.    Exchange of common  shares of Gran Tierra Energy for Common Stock or
            Exchangeable  Shares  resulting in the  acquisition of Goldstrike by
            Gran  Tierra  Energy,  accounted  for  as a  reverse  takeover,  and
            consummation of the merger. As all of the assets and liabilities are
            being carved out of Goldstrike prior to the merger, there are no pro
            forma adjustments required for the reverse takeover of Goldstrike by
            Gran Tierra Energy.

      d.    Repayment of the related  party loan to  Goldstrike in the amount of
            $10,000.

                                       36
GRAN TIERRA ENERGY, INC.                                                       2
--------------------------------------------------------------------------------
Notes to the Pro forma Consolidated Financial Statements
--------------------------------------------------------------------------------
As at June 30, 2005 and for Six-Month Period Ended June 30, 2005 and the Year
Ended December 31, 2004
(Unaudited)
(Tabular amounts expressed in thousands of US dollars)
--------------------------------------------------------------------------------

3.    PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED STATEMENTS OF OPERATIONS

      The  following  adjustments  have been made to  reflect  the  transactions
      described  above, as if the  transactions  occurred on January 1, 2004 for
      purposes of the pro forma  consolidated  statements of operations  for the
      six-month period ended June 30, 2005 and the year ended December 31, 2004.

      a.    Depreciation,  depletion  and  accretion  ("DD&A")  expense has been
            adjusted to reflect the  additional  depletion  on the Palmar  Largo
            Property and the accretion of asset retirement obligations acquired.

      b.    The  provision for income taxes has been adjusted to account for the
            tax effects of operating  income from the Palmar Largo  Property and
            DD&A.

4.    PURCHASE PRICE ALLOCATION

      The total purchase price has been allocated on a preliminary  basis to the
      Palmar Largo Property based on their estimated fair values.

      These fair values are based on  management's  estimates and are subject to
      change once the final valuations have been completed. The following is the
      preliminary allocation of the purchase price:

                                                        -----------
                                                             $
                                                        -----------
      Cash paid                                            7,000
                                                        ===========

      Purchase price allocated
        Oil and natural gas properties                     7,110
        Asset retirement obligations                        (110)
                                                        -----------
                                                           7,000
                                                        ===========

5.    BASIC AND DILUTED EARNINGS PER SHARE

      Basic and  diluted  earnings  per share are  calculated  using  42,191,873
      shares of common stock.

                                       37
(c)   Exhibits.

--------------------------------------------------------------------------------
                                               Incorporated by Reference to
Exhibit No. Description                        Filings Indicated
----------- -----------                        -----------------
--------------------------------------------------------------------------------
3.1         Articles of Incorporation          Exhibit 3.1 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.2         Certificate Amending Articles of   Exhibit 3.2 to Company's Annual
            Incorporation                      Report on Form 10-KSB filed on
                                                                  March 24, 2005
--------------------------------------------------------------------------------
3.3         Bylaws                             Exhibit 3.3 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.4         Certificate Amending Articles of
            Incorporation*
--------------------------------------------------------------------------------
10.1        Share Purchase Agreement*
--------------------------------------------------------------------------------
10.2        Assignment Agreement*
--------------------------------------------------------------------------------
10.3        Voting Exchange and Support
            Agreement*
--------------------------------------------------------------------------------
10.4        Split Off Agreement*
--------------------------------------------------------------------------------
10.5        Employment Agreement between the
            Company and Dana Coffield*
--------------------------------------------------------------------------------
10.6        Employment Agreement between the
            Company and James Hart*
--------------------------------------------------------------------------------
10.7        Employment Agreement between the
            Company and Max Wei*
--------------------------------------------------------------------------------
10.8        Employment Agreement between the
            Company and Rafael Orunesu*
--------------------------------------------------------------------------------
10.9        Form of Indemnity Agreement*
--------------------------------------------------------------------------------
10.10       Mineral Property Sale Agreement    Exhibit 10.1 to Company's
            dated June 30, 2003                Annual Report on Form 10-KSB
                                               filed on March 24, 2005
--------------------------------------------------------------------------------
10.11       2005 Equity Incentive Plan*
--------------------------------------------------------------------------------

----------------
* filed herewith

                                       38
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       Gran Tierra Energy, Inc.

                                       By: /s/ James Hart
                                           ------------------------------
                                       Name: James Hart
                                       Title: Chief Financial Officer

                                       Date:  November 10, 2005

                                       39
EXHIBIT INDEX

--------------------------------------------------------------------------------
                                               Incorporated by Reference to
Exhibit No. Description                        Filings Indicated
----------- -----------                        -----------------
--------------------------------------------------------------------------------
3.1         Articles of Incorporation          Exhibit 3.1 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.2         Certificate Amending Articles of   Exhibit 3.2 to Company's Annual
            Incorporation                      Report on Form 10-KSB filed on
                                                                  March 24, 2005
--------------------------------------------------------------------------------
3.3         Bylaws                             Exhibit 3.3 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.4         Certificate Amending Articles of
            Incorporation*
--------------------------------------------------------------------------------
10.1        Share Purchase Agreement*
--------------------------------------------------------------------------------
10.2        Assignment Agreement*
--------------------------------------------------------------------------------
10.3        Voting Exchange and Support
            Agreement*
--------------------------------------------------------------------------------
10.4        Split Off Agreement*
--------------------------------------------------------------------------------
10.5        Employment Agreement between the
            Company and Dana Coffield*
--------------------------------------------------------------------------------
10.6        Employment Agreement between the
            Company and James Hart*
--------------------------------------------------------------------------------
10.7        Employment Agreement between the
            Company and Max Wei*
--------------------------------------------------------------------------------
10.8        Employment Agreement between the
            Company and Rafael Orunesu*
--------------------------------------------------------------------------------
10.9        Form of Indemnity Agreement*
--------------------------------------------------------------------------------
10.10       Mineral Property Sale Agreement    Exhibit 10.1 to Company's
            dated June 30, 2003                Annual Report on Form 10-KSB
                                               filed on March 24, 2005
--------------------------------------------------------------------------------
10.11       2005 Equity Incentive Plan*
--------------------------------------------------------------------------------

----------------
* filed herewith

                                       40