SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number:
(Check one)
[_] Form 10-K and Form 10-KSB
[_] Form 11-K
[X] Form 20-F Form 10-Q and Form 10-QSB Form N-SAR
For period ended September 30, 2006
[_] Transition Report on Form 10-K and Form 10-KSB
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q and Form 10-QSB
[_] Transition Report on Form N-SAR
For the transition period ended _______________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: __________
PART I
REGISTRANT INFORMATION
Full name of registrant GRAN TIERRA ENERGY, INC.
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Former name if applicable ___________________________________
Address of principal executive office
(Street and Number) 300 - 611 10th Avenue SW
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City, State and Zip Code Calgary, Alberta, Canada T2R 0B2
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PART II
RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
10-QSB, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[_] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The Company intends to file audited consolidated financial statements for the
nine months ended September 30, 2006 in connection with its registration
statement on Form SB-2. As a result of the Company's continued work on those
audited financial statements, the Company is unable to file the Form 10-QSB in a
timely manner without unreasonable effort or expense. The Company expects to
file within the extension period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
James Hart 403 265-3221
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period) that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[_] Yes [X] No
Gran Tierra Energy, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 14, 2006 By: /s/ James Hart
James Hart
Chief Financial Officer