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

                                   FORM 10-KSB

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934

                  For the fiscal year ended December 31, 2005.

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 Commission file number 333-38558

           Kodiak Energy, Inc. (formerly Island Critical Care, Corp.)
           -----------------------------------------------------------
                 (Name of small business issuer in its charter)


                Delaware                            65-0967706
      ------------------------------            ------------------
      State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization             Identification No.)



                     734 7th Avenue S.W. Calgary, AB T2P 3P8
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (403) 262-8044

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The Company experienced a net loss in the amount of $1,133,790 for the fiscal
year ended December 31, 2005.

The number of shares of Common Stock, $0.001 par value, outstanding on December
31, 2005, was 474,028 shares, held by approximately 780 stockholders.


<PAGE>

Documents incorporated herein by reference: None.

Transitional Small Business Disclosure Format: Yes [ ]; No [X].
This form 10KSB contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are necessarily based on
certain assumptions and are subject to significant risks and uncertainties. Such
assumptions are indicated by terminology such as, "believes," "it appears," "the
Company is informed," and the like, while such forward-looking statements are
indicated by terminology such as, "plans," "intends," and similar words which
refer to future conditions. These forward-looking statements are based on
management's expectations as of the date hereof, and the Company does not
undertake any responsibility to update any of these statements in the future.
Actual future performance and results could differ from that contained in or
suggested by these forward looking statements as a result of risk factors set
forth in this Form 10KSB.

In this form 10KSB, references to the "Company," "we," "us," and "our" refer to
Kodiak Energy, Inc.

This 10KSB/A is being refiled to amend and restate the financial statements as
at December 31, 2005 and for the year then ended to correct errors found in
accounting for transactions and errors in applying the accounting policy for
accounting for oil and gas assets. The changes to correct the errors are
reflected in the following sections noted below:

-        December 31, 2005 financial statements
-        Disclosure of related party transactions
-        Management Discussion and Analysis
-        Controls and Procedures


























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<PAGE>

                               KODIAK ENERGY, INC.

                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 2005

                                TABLE OF CONTENTS


PART I

Item 1.  Description of business .............................................4

Item 2.  Description of Property ............................................10

Item 3.  Legal Proceedings ..................................................10

Item 4.  Submission of Matters to a Vote of Security Holders ................10


PART II

Item 5.  Market for Common Equity and Related Stockholder Matters ...........10

Item 6.  Management's Discussion and Analysis or Plan of Operation ..........11

Item 7.  Financial Statements ...............................................15

Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure ...........................................32

Item 8A. Controls and Procedures.............................................32


PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act ..................33

Item 10. Executive Compensation .............................................36

Item 11. Security Ownership of Certain Beneficial Owners and
         Management..........................................................36

Item 12. Certain Relationships and Related Transactions .....................37

Item 13. Exhibits and Reports on Form 8-K ...................................38

Item 14. Principal Accountants Fees and Services.............................39









                                       3
<PAGE>

PART I


ITEM 1.  DESCRIPTION OF BUSINESS

We were incorporated in Delaware on December 15, 1999. On December 22, 1999 we
merged with Island Critical Care Corp., an inactive Florida corporation. The
purpose of this merger was to effect a change in the domicile of the Florida
Corporation to Delaware. Island Critical Care Corp. (a Florida corporation), was
originally incorporated on March 15, 1996 under the name 9974 Holdings Inc., and
subsequently changed its name from 9974 Holdings Inc. to Ontario Midwestern
Railway Co. Inc, and finally the Florida Corporation's name was changed to
Midwestern Railway Co. Inc. All three changes in name of the Florida Corporation
were completed prior to its merger with the Delaware Corporation. On January 13,
2000, we merged with Island Critical Care Corporation, an Ontario Corporation.
On December 27, 2004 we changed our name from Island Critical Care to Kodiak
Energy, Inc ("Kodiak").

On February 5, 2003 the Company filed a petition for bankruptcy in the District
of Prince Edward Island, Division No. 01-Prince Edward Island Court No. 1713,
Estate No. 51-104460. The Company emerged from Bankruptcy pursuant to a court
order on April 7, 2004 with no assets and no liabilities. Upon emergence from
bankruptcy the company adopted Fresh Start Accounting pursuant to SOP 90-7
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code."

Under the terms of the Bankruptcy Court Order, Marc Juliar became the sole
officer and director of the company. As well Mr. Juliar was issued fifteen
million common shares by the court for $25,000. Subsequent to the year end Mr.
Juliar resigned as an officer and director of the Company. Mr. Juliar resigned
to pursue other business interests.

BUSINESS

The Company emerged from bankruptcy protection as a development stage oil and
gas company with no assets and liabilities. The past results of the Predecessor
Company are not included in this filing.

The Company is building on its business plan to become an oil and gas production
company. As part of this plan the company incorporated two wholly owned
subsidiaries, Kodiak Petroleum ULC - Alberta and Kodiak Petroleum (Montana) -
Delaware. The following are descriptions of the Company's current projects.

The Company has acquired oil and gas properties in Southern Alberta, Canada and
Montana, USA.

Manyberries - Southeast Alberta

Great North Oil Corp acquired 9 sections or 5,760 acres of contiguous,
undeveloped Petroleum and Natural Gas rights in the extreme southeast of
Alberta, which are prospective for oil and natural gas in multiple formations.
The land block is in close proximity to a mature field that has produced several
million barrels of oil as well as newly developing shallow gas plays. These gas


                                        4

<PAGE>

plays were passed over in the past due to low natural gas pricing, however with
high density drilling programs, these plays have become very successful in
recent years. Success rate for shallow gas on wells drilled on adjacent blocks
has exceeded 98%. These lands have been developed with a high density drilling
(down spacing) program by Canadian Natural Gas Limited, Enerplus and Encana. As
many as 16 wells per section are permitted by the Alberta Energy and Utilities
Board, with low impact drilling programs (low cost), multiple zone completions.
Four wells per section are permitted without downspacing applications. In
addition there are secondary targets below the Viking and Sawtooth formations.

A standard farm in agreement has been negotiated by Kodiak to pay outstanding
licensing fees of $60,000 CAD, re-complete a previously drilled well and
initiate a three well shallow gas drilling program in the first and second
quarter of 2006. Kodiak will earn a 100% working interest and become operator of
the properties in return for an 11% gross overriding royalty to Great North Oil.
The first two items have been completed and the drilling program initiated.
Licensing is complete and drilling rigs booked for completion of work expected
by April 30, 2006. Further funding will be needed to fully develop this
property. The Company expects to fund this portion of the development with cash
raised and debt financing. Future developments will include infill shallow gas
drilling (down spacing), 3D seismic to prove the existence of deeper oil plays
and the development of those reserves. Depending upon the desired rate of
development, this secondary development is expected to be funded with cash
raised and debt financing.

Province - Southeast Alberta

Kodiak Energy Inc, in conjunction with a Joint Venture partner, purchased 2
sections or 1280 acres gross ( 640 net to Kodiak) petroleum and natural gas
rights at a government land sale on September 22, 2005. The development plan
includes 2D seismic on the acquired property, followed up with 1 to 2 drilling
locations. This is expected to use public information from previously drilled
and logged wells on the sections. The seismic has been completed, and results
showed the formations, that were the target of the land sale, are as expected. A
lease has been developed and work is ongoing to source a drilling rig as soon as
possible. Specifics of the target zones are considered confidential at this
time.

Montana

Kodiak Energy Inc. has a joint venture agreement where we committed to pay 100%
of the capital costs of the seismic and a 3 to 4 well drilling program of the
initial phase to a maximum of US $600,000. Kodiak will earn a 50% working
interest in the wells and well spacing, as well as the right to participate on a
50% basis going forward. Our partner will remain as the operator of the project.

Our partner has 135,000 contiguous undeveloped acres of petroleum and natural
gas rights in the area, as well as some excess capacity in facilities and
pipelines.

We are currently waiting for an approval for expenditure from our partner. We
anticipate the first two wells to be drilled by the end of the second quarter of
2006. Based on successful results, the wells will be tied in to an existing
facility and pipeline.

We currently have offices in Calgary, Alberta at 734 7th Avenue S.W. Calgary,
AB, T2P 3P8.



                                       5
<PAGE>

RISK FACTORS

THE OIL & GAS INDUSTRY IS HIGHLY COMPETITIVE

The oil & gas industry is highly competitive. We compete with oil and natural
gas companies and other individual producers and operators, many of which have
longer operating histories and substantially greater financial and other
resources than we do. We compete with companies in other industries supplying
energy, fuel and other needs to consumers. Many of these companies not only
explore for and produce crude oil and natural gas, but also carry on refining
operations and market petroleum and other products on a worldwide basis. Our
larger competitors, by reason of their size and relative financial strength, can
more easily access capital markets than we can and may enjoy a competitive
advantage in the recruitment of qualified personnel. They may be able to absorb
the burden of any changes in laws and regulation in the jurisdictions in which
we do business and handle longer periods of reduced prices of gas and oil more
easily than we can. Our competitors may be able to pay more for productive oil
and natural gas properties and may be able to define, evaluate, bid for and
purchase a greater number of properties and prospects than we can. Our ability
to acquire additional properties in the future will depend upon our ability to
conduct efficient operations, evaluate and select suitable properties, implement
advanced technologies and consummate transactions in a highly competitive
environment.

GOVERNMENT AND ENVIRONMENTAL REGULATION

Our business is governed by numerous laws and regulations at various levels of
government. These laws and regulations govern the operation and maintenance of
our facilities, the discharge of materials into the environment and other
environmental protection issues. The laws and regulations may, among other
potential consequences, require that we acquire permits before commencing
drilling, restrict the substances that can be released into the environment with
drilling and production activities, limit or prohibit drilling activities on
protected areas such as wetlands or wilderness areas, require that reclamation
measures be taken to prevent pollution from former operations, require remedial
measures to mitigate pollution from former operations, such as plugging
abandoned wells and remediation of contaminated soil and groundwater, and
require remedial measures to be taken with respect to property designated as a
contaminated site.

Under these laws and regulations, we could be liable for personal injury,
clean-up costs and other environmental and property damages, as well as
administrative, civil and criminal penalties. We maintain limited insurance
coverage for sudden and accidental environmental damages as well as
environmental damage that occurs over time. However, we do not believe that
insurance coverage for the full potential liability of environmental damages is
available at a reasonable cost. Accordingly, we could be liable, or could be
required to cease production on properties, if environmental damage occurs.

The costs of complying with environmental laws and regulations in the future may
harm our business. Furthermore, future changes in environmental laws and
regulations could occur that result in stricter standards and enforcement,
larger fines and liability, and increased capital expenditures and operating


                                       6
<PAGE>

costs, any of which could have a material adverse effect on our financial
condition or results of operations.

THE SUCCESSFUL IMPLEMENTATION OF OUR BUSINESS PLAN IS SUBJECT TO RISKS INHERENT
IN THE OIL & GAS BUSINESS.

Our oil and gas operations are subject to the economic risks typically
associated with exploration, development and production activities, including
the necessity of significant expenditures to locate and acquire properties and
to drill exploratory wells. In addition, the cost and timing of drilling,
completing and operating wells is often uncertain. In conducting exploration and
development activities, the presence of unanticipated pressure or irregularities
in formations, miscalculations or accidents may cause our exploration,
development and production activities to be unsuccessful. This could result in a
total loss of our investment in a particular property. If exploration efforts
are unsuccessful in establishing proved reserves and exploration activities
cease, the amounts accumulated as unproved costs will be charged against
earnings as impairments.

WE EXPECT OUR OPERATING EXPENSES TO INCREASE SUBSTANTIALLY IN THE FUTURE AND MAY
NEED TO RAISE ADDITIONAL FUNDS.

We have a history of net losses and expect that our operating expenses will
increase substantially over the next 12 months as we continue to implement our
business plan. In addition, we may experience a material decrease in liquidity
due to unforeseen expenses or other events and uncertainties. As a result, we
may need to raise additional funds, and such funds may not be available on
favourable terms, if at all. If we cannot raise funds on acceptable terms, we
may not be able to execute on our business plan, take advantage of future
opportunities or respond to competitive pressures or unanticipated requirements.
This may seriously harm our business, financial condition and results of
operations.

WE ARE A DEVELOPMENT STAGE COMPANY IMPLEMENTING A NEW BUSINESS PLAN.

We are a development stage company with only a limited operating history upon
which to base an evaluation of our current business and future prospects, and we
have just begun to implement our business plan. Since our inception, we have
suffered recurring losses from operations and have been dependent on new
investment to sustain our operations. During the years ended December 31, 2005
and 2004, we reported losses of $1,133,790 and $62,613, respectively. In
addition, our consolidated financial statements for the years ended December 31,
2004, and 2005 contained a going concern qualification and we cannot give any
assurances that we can achieve profits from operations.

OUR ABILITY TO PRODUCE SUFFICIENT QUANTITIES OF OIL & GAS FROM OUR PROPERTIES
MAY BE ADVERSELY AFFECTED BY A NUMBER OF FACTORS OUTSIDE OF OUR CONTROL.

The business of exploring for and producing oil and gas involves a substantial
risk of investment loss. Drilling oil wells involves the risk that the wells may
be unproductive or that, although productive, that the wells may not produce oil


                                       7

<PAGE>

or gas in economic quantities. Other hazards, such as unusual or unexpected
geological formations, pressures, fires, blowouts, loss of circulation of
drilling fluids or other conditions may substantially delay or prevent
completion of any well. Adverse weather conditions can also hinder drilling
operations. A productive well may become uneconomic due to pressure depletion,
water encroachment, mechanical difficulties, etc, which impair or prevent the
production of oil and/or gas from the well.

There can be no assurance that oil and gas will be produced from the properties
in which we have interests. In addition, the marketability of any oil and gas
that we acquire or discover may be influenced by numerous factors beyond our
control. These factors include the proximity and capacity of oil and gas
pipelines and processing equipment, market fluctuations of prices, taxes,
royalties, land tenure, allowable production and environmental protection. We
cannot predict how these factors may affect our business.

In addition, the success of our business is dependent upon the efforts of
various third parties that we do not control. We rely upon various companies to
assist us in identifying desirable oil and gas prospects to acquire and to
provide us with technical assistance and services. We also rely upon the
services of geologists, geophysicists, chemists, engineers and other scientists
to explore and analyze oil prospects to determine a method in which the oil
prospects may be developed in a cost-effective manner. In addition, we rely upon
the owners and operators of oil drilling equipment to drill and develop our
prospects to production. Although we have developed relationships with a number
of third-party service providers, we cannot assure that we will be able to
continue to rely on such persons. If any of these relationships with third-party
service providers are terminated or are unavailable on commercially acceptable
terms, we may not be able to execute our business plan.

MARKET FLUCTUATIONS IN THE PRICES OF OIL & GAS COULD ADVERSELY AFFECT OUR
BUSINESS.

Prices for oil and natural gas tend to fluctuate significantly in response to
factors beyond our control. These factors include, but are not limited to
actions of the Organization of Petroleum Exporting Countries and its maintenance
of production constraints, the U.S. economic environment, weather conditions,
the availability of alternate fuel sources, transportation interruption, the
impact of drilling levels on crude oil and natural gas supply, and the
environmental and access issues that could limit future drilling activities for
the industry.

Changes in commodity prices may significantly affect our capital resources,
liquidity and expected operating results. Price changes directly affect revenues
and can indirectly impact expected production by changing the amount of funds
available to reinvest in exploration and development activities. Reductions in
oil and gas prices not only reduce revenues and profits, but could also reduce
the quantities of reserves that are commercially recoverable. Significant
declines in prices could result in charges to earnings due to impairment.

Changes in commodity prices may also significantly affect our ability to
estimate the value of producing properties for acquisition and divestiture and
often cause disruption in the market for oil producing properties, as buyers and
sellers have difficulty agreeing on the value of the properties. Price
volatility also makes it difficult to budget for and project the return on


                                       8

<PAGE>

acquisitions and development and exploitation of projects. We expect that
commodity prices will continue to fluctuate significantly in the future.

Risks of Penny Stock Investing

The Company's common stock is considered to be a "penny stock" because it meets
one or more of the definitions in the Exchange Act Rule 3a51-1, a Rule made
effective on July 15, 1992. These include but are not limited to the following:
(i) the stock trades at a price less than five dollars ($5.00) per share; (ii)
it is NOT traded on a "recognized" national exchange; (iii) it is NOT quoted on
the NASD's automated quotation system (NASDAQ), or even if so, has a price less
than five dollars ($5.00) per share; OR (iv) is issued by a company with net
tangible assets less than $2,000,000, if in business more than three years
continuously, or $5,000,000, if in business less than a continuous three years,
or with average revenues of less than $6,000,000 for the past three years. The
principal result or effect of being designated a "penny stock" is that
securities broker-dealers cannot recommend the stock but must trade in it on an
unsolicited basis.

Risks Related to Broker-Dealer Requirements Involving Penny Stocks / Risks
Affecting Trading and Liquidity

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
promulgated there under by the Commission require broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account. These rules may have the effect of reducing the level of trading
activity in the secondary market, if and when one develops.

Potential investors in the Company's common stock are urged to obtain and read
such disclosure carefully before purchasing any shares that are deemed to be
"penny stock." Moreover, Commission Rule 15g-9 requires broker-dealers in penny
stocks to approve the account of any investor for transactions in such stocks
before selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Pursuant to the
Penny Stock Reform Act of 1990, broker-dealers are further obligated to provide
customers with monthly account statements. Compliance with the foregoing
requirements may make it more difficult for investors in the Company's stock to
resell their shares to third parties or to otherwise dispose of them in the
market or otherwise.


                                       9

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

The offices of Kodiak Energy, Inc. are located at 734 7th Avenue S.W. Calgary,
AB, T2P 3P8. We rent offices on a month by month basis. The current monthly rent
is $3,400 CAD.

Kodiak Petroleum ULC has 9 sections or 5,760 acres of land in Manyberries
Alberta. The company also has a JV for 2 sections or 1280 acres in Southeast
Alberta (Province).

Kodiak Petroleum (Montana) has a farmout agreement. Our joint venture partner
has 135,000 contiguous undeveloped acres in Montana.

Employees

Kodiak Energy, Inc has three part time employees as of December 31, 2005. We
expect to hire from time to time, independent consultants and contractors during
the stages of implementing our business plan.


ITEM 3.  LEGAL PROCEEDINGS.

The Company is not presently a party neither to any material litigation, nor to
the knowledge of management is any litigation threatened against us that may
materially affect us.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company's stock is currently quoted on the Over the Counter Bulleting Board
under the symbol KDKN. The Company's trading ranges by quarter for fiscal 2004
and 2005 were as follows:

                                      High           Low

Year end Dec 31, 2004
    First Quarter                    $ 0.001       $ 0.005
    Second Quarter                   $ 0.011       $ 0.005
    Third Quarter                    $ 0.03        $ 0.006
    Fourth Quarter                   $ 0.02        $ 0.0065

 Year end Dec 31, 2005
    First Quarter                    $ 1.01        $ 0.35
    Second Quarter                   $ 1.01        $ 0.75
    Third Quarter                    $ 2.00        $ 0.80
    Fourth Quarter                   $ 1.85        $ 0.65



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<PAGE>

The Company has not paid cash dividends since inception. The Company intends to
retain all of its earnings, if any, for use in its business and does not
anticipate paying any cash dividends in the foreseeable future. The payment of
any future dividends will be at the discretion of the board of directors and
will depend upon a number of factors, including future earnings, the success of
the company's business activities, capital requirements, the general financial
condition and future prospects of the company, general business conditions and
such other factors as the board of directors may deem relevant.

RECENT SALES OF UNREGISTERED SECURITIES

As at December 31, 2005 there were 474,028 shares of common stock issued and
outstanding.

As of December 31, 2005, there were approximately 780 holders of record of our
common stock.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

From time to time, we or our representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by us with the Securities and Exchange Commission. Words or
phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions are
intended to identify "forward-looking statements". Such statements are qualified
in their entirety by reference to and are accompanied by the above discussion of
certain important factors that could cause actual results to differ materially
from such forward-looking statements.

Management is currently unaware of any trends or conditions other than those
previously mentioned in this management's discussion and analysis that could
have a material adverse effect on the Company's consolidated financial position,
future results of operations, or liquidity. However, investors should also be
aware of factors that could have a negative impact on the Company's prospects
and the consistency of progress in the areas of revenue generation, liquidity,
and generation of capital resources. These include: (i) variations in revenue,
(ii) possible inability to attract investors for its equity securities or
otherwise raise adequate funds from any source should the Company seek to do so,
(iii) increased governmental regulation, (iv) increased competition, (v)
unfavorable outcomes to litigation involving the Company or to which the Company
may become a party in the future and, (vi) a very competitive and rapidly
changing operating environment.


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<PAGE>

The risks identified here are not all inclusive. New risk factors emerge from
time to time and it is not possible for management to predict all of such risk
factors, nor can it assess the impact of all such risk factors on the Company's
business or the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.

The financial information set forth in the following discussion should be read
with the financial statements of Kodiak Energy, Inc. included elsewhere herein.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

The Company is no longer operating as Island Critical Care, the "Predecessor
Company", and has emerged from Bankruptcy protection as a development stage oil
& gas company with no assets and liabilities. Accordingly, the Company has
prepared this Plan of Operations to discuss its current plans. Upon emergence
from bankruptcy the Company adopted Fresh Start Accounting so operational
results of the "predecessor" are not included in this filing. All dollar values
are expressed in United States dollars unless otherwise stated.

The Company had no revenue for the years ended December 31, 2005 or 2004. The
company is an exploration stage company and we expect to begin drilling in 2006.

Administrative expenses for the year ended December 31, 2005 totaled $323,744
representing public company costs for SEC reporting compliance, audit and legal
fees and consulting costs for the CEO, COO, and services performed for investor
relations activity and accounting fees. The remaining expenses relate to office,
general administrative and stock transfer agent fees. We believe we will incur
substantial expenses for the near term as we progress with our evaluation
process of oil and gas prospects.

Administrative expenses for the year ended December 31, 2004 totaled $54,567
representing public company costs for SEC reporting compliance, audit and legal
fees and consulting costs for the CEO, COO, and services performed for investor
relations activity and accounting fees. The remaining expenses relate to office,
general administrative and stock transfer agent fees.


                                       12
<PAGE>

Interest expense of $808,811 for the year ended December 31, 2005 (December 31,
2004 - nil) represented by a beneficial conversion feature of $808,811
calculated on convertible debt of $41,189 representing the difference between
the conversion price and the fair value of the common stock at the commitment
date. Additional Paid in Capital increased by this same amount.

Property, Plant and Equipment

Manyberries - Southeast Alberta

Great North Oil Corp acquired 9 sections or 5,760 acres of contiguous,
undeveloped PN&G rights in the extreme southeast of Alberta, which are
prospective for oil and natural gas in multiple formations. The land block is in
close proximity to a mature field that has produced several million barrels of
oil as well as newly developing shallow gas plays. These gas plays were passed
over in the past due to low natural gas pricing; however with high density
drilling programs, these plays have become very successful in recent years.

A standard farm in agreement has been negotiated by Kodiak to pay outstanding
licensing fees of $60,000 CAD, re-complete a previously drilled well and
initiate a three well shallow gas drilling program in the first and second
quarter of 2006. Kodiak will earn a 100% working interest and become operator of
the properties in return for an 11% gross overriding royalty to Great North Oil.
The first two items have been completed and the drilling program initiated.
Licensing is complete and drilling rigs booked for completion of work expected
by April 30, 2006. At December 31, 2005 $29,816 in capital costs were expended
for this project.

Province - Southeast Alberta

Kodiak Energy Inc, in conjunction with a Joint Venture partner, purchased 2
sections or 1280 acres gross (640 net to Kodiak) P&NG rights at a government
land sale on September 22, 2005 (net $83,782 to Kodiak). The development plan
includes 2D seismic on the acquired property, followed up with 1 to 2 drilling
locations. This is expected to use public information from previously drilled
and logged wells on the sections. The seismic has been completed, and results
showed the formations, that were the target of the land sale, are as expected. A
lease has been developed and work is ongoing to source a drilling rig as soon as
possible.

Montana

Kodiak Energy Inc. has a joint venture agreement where we committed to pay 100%
of the capital costs of the seismic and a 3 to 4 well drilling program of the
initial phase to a maximum of US $600,000. Kodiak will earn a 50% working
interest in the wells and well spacing, as well as the right to participate on a
50% basis going forward. Our partner will remain as the operator of the project.
As of December 31, 2005 the Company has incurred $132,000 of the $600,000.

Total oil and gas properties for the activity noted above totaled $250,318 at
December 31, 2005 and are all unproven properties which have been excluded from
costs being amortized.



                                       13

<PAGE>

Liquidity and Capital Resources:

Since inception to December 31, 2005, we have funded our operations from the
sale of securities and loans from a shareholders.

At December 31, 2005 the Company had convertible debt of $41,189 which is
non-interest bearing and is convertible to common shares of the company pursuant
to the stock for services compensation plan. A beneficial conversion feature of
$808,811 was calculated on the debt representing the difference between the
conversion price and the fair value of the common stock at the commitment date.
This amount is recorded as interest expense and an increase in additional paid
in capital.

As of December 31, 2005, our assets totaled $556,330, which consisted primarily
of oil and gas mineral rights and related equipment. Our total
liabilities were $223,601 which are primarily accrued payables for audit and
accounting fees and capital expenditures at Manyberries. We had an
accumulated deficit of $(1,196,403). Kodiak Energy, Inc. has working capital at
December 31, 2005 of $47,576.

In January, 2006 the Company sold 933,334 common shares for $1.50 per share with
gross proceeds of $1,400,000. We believe that we will have sufficient working
capital to begin drilling the Manyberries property and Montana property. We may
require additional capital in order to begin operations at additional well sites
in the future. In addition, we may require funds for additional acquisitions,
and will require funds for exploration and development of additionally acquired
prospects.


                                       14

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

Report of Independent Registered
Public Accounting Firm

To the Board of Directors and the Shareholders of
Kodiak Energy, Inc.

We have audited the  accompanying  consolidated  balance sheet of Kodiak Energy,
Inc. (The "Company") as of December 31, 2005 and the consolidated  statements of
operations,  stockholder's equity and cash flows for the year ended December 31,
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.  The  financial  statements of the Company as of
December 31, 2004,  before the restatement  described in Note 5, were audited by
other  auditors  whose report dated  January 25, 2005  expressed an  unqualified
opinion on those statements.

We conducted  our audit in accordance  with 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 evaluation  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
2005 and the  results  of its  operations  and its cash  flows for the year then
ended in accordance with accounting  principles generally accepted in the United
States of America.

As discussed more fully in Note 2, the consolidated  financial  statements as of
and for the year ended  December 31, 2005 have been restated to reflect  changes
resulting in the lack of the Company's adequate  procedures  necessary to ensure
that  records  were  maintained  in  reasonable  details to fairly  reflect  the
transactions of the Company in the start up phase of operations.

As discussed in Note 1 to the consolidated  financial statements,  the Company's
ability to continue as a going  concern is  dependent  on  obtaining  sufficient
working capital to fund future operations.  Management's plan in regard to these
matters is also described in Note 1. These  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

As described in Note 4 to the consolidated financial statements, the Company has
changed its method of accounting for oil and gas properties.


MEYERS NORRIS PENNY LLP

/s/ MEYERS NORRIS PENNY LLP

Chartered Accountants
Calgary, Canada
April 7, 2006

With respect to Note 2, 2005 Restatement,
And Note 14 Subsequent Events
Dated November 30, 2006

                                       15
<PAGE>

KODIAK ENERGY, INC.
Consolidated Balance Sheet
(Development Stage Company
Going Concern Uncertainty - Note 1)


-------------------------------------------------------------------------------
                                                                 December 31
                                                                    2005
                                                                 (Restated -
                                                                   Note 2)
-------------------------------------------------------------------------------
Assets

Current Assets
     Cash                                                     $      190,651
     Other Receivables                                                12,676
     Prepaid Expenses                                                 67,850
     --------------------------------------------------------------------------
                                                                     271,177

Other Assets (Note 6)                                                 20,249

Property, Plant & Equipment
     Oil & Gas Properties     (Note 8)                               250,318
     ($250,318 unproven properties excluded from
       costs amortized)
     Furniture & Fixtures     (Note 8)                                15,821
     Accumulated Amortization (Note 8)                                (1,235)
     --------------------------------------------------------------------------
                                                                     264,904
-------------------------------------------------------------------------------
                                                                     556,330
================================================================================


Liabilities and Shareholders' Equity (Deficiency)

Current Liabilities
     Accounts Payable                                                 28,553
     Accrued Expenses                                                153,859
     Convertible debt (Note 9)                                        41,189
     --------------------------------------------------------------------------
                                                                     223,601

Shareholders' Equity

Share Capital
     Authorized
          100,000,000 Common Shares
          Par Value .001 Each

     Issued & Outstanding 474,028(Note 10)                               474
         Share Subscription receivable                               (72,000)
         Shares to be Issued (Note 10 & 13)                          773,637
     Additional Paid in Capital (Note 10)                            834,561
     Deficit Accumulated During the
       Development Stage                                          (1,196,402)
     Accumulated Other Comprehensive Loss                             (7,540)
-------------------------------------------------------------------------------
                                                                     332,729
-------------------------------------------------------------------------------

                                                              $      556,330
================================================================================

 (See accompanying notes to the consolidated financial statements)

                                       16
<PAGE>

KODIAK ENERGY, INC.
Consolidated Statements of Operations
(Development Stage Company
Going Concern Uncertainty - Note 1)

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

                                                                    Cumulative
                                                                       Since
                                                                    Inception
                                     Year Ended                     Apr 7, 2004
                                     December 31     Period from      through
                                        2005       Apr 7, 2004 to  Dec 31, 2005
                                     (Restated -     December 31    (Restated-
                                       Note 2)          2004          Note 2)
--------------------------------------------------------------------------------


Expenses
    Administrative Expenses          $   323,744     $    37,613   $    361,357
    Interest Expense (Note 9)            808,811               -        808,811
--------------------------------------------------------------------------------

  Loss Before Other Expense           (1,132,555)        (37,613)    (1,170,168)

Other Income and Expenses
    Amortization of furniture
      & fixtures                          (1,235)              -         (1,235)
    Loss from valuation
      adjustment                               -         (25,000)       (25,000)
--------------------------------------------------------------------------------


Net Loss                             $(1,133,790)    $   (62,613)  $ (1,196,403)


Basic and diluted loss
    per common share (Note 11)       $     (2.39)    $     (0.13)
--------------------------------------------------------------------------------

Weighted average number of shares
outstanding                              474,028         474,028
                                     -----------     -----------


(See accompanying notes to the consolidated financial statements)






                                       17
<PAGE>

<TABLE>
<CAPTION>

KODIAK ENERGY, INC.
(Development Stage Company
Going Concern Uncertainty - Note 1)
Consolidated Statements of Stockholders' (Deficiency)/Equity
Period April 7, 2004 (Date of Inception) to December 31, 2005

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

                                                                   Deficit        Accumulated
                                                                 Accumulated         Other                       Total
                                                                 during the      Comprehensive     Shares     Shareholder's
                           Number of             Additional   Development Stage      Loss         Issuable       Equity
                            Common                Paid in        (Restated -      (Restated-     (Restated-    (Restated-
                            shares    Amount      Capital          Note 2)          Note 2)        Note 2)       Note 2)
                          -------------------------------------------------------------------------------------------------
<S>                         <C>      <C>       <C>            <C>                <C>                <C>       <C>
Pre Bankruptcy              321,028  $    324  $  1,813,853   $     (1,814,176)              -            -              -
Fresh Start Adjustments                          (1,813,853)         1,814,176   $        (324)           -              -
                          -------------------------------------------------------------------------------------------------
Balance at April 7, 2004    321,028       324             -                  -            (324)                          -
Issuance of
common stock                150,000       150        24,850                  -               -            -         25,000
Contributions to
to capital                                  -           900                  -               -            -            900
Net loss                                    -             -            (62,613)              -            -        (62,613)
---------------------------------------------------------------------------------------------------------------------------
Balance at Dec 31, 2004     474,028       474        25,750            (62,613)           (324)           -        (36,713)
===========================================================================================================================

Net loss                                    -             -         (1,133,790)              -            -     (1,133,790)
Beneficial conversion of
debt                                        -       808,811                  -               -            -        808,811
Foreign currency
translation                                 -             -                  -          (7,216)           -         (7,216)
Shares to be issued                         -             -                  -               -      773,637        773,637
Share subscription receivable               -             -                  -               -      (72,000)       (72,000)
---------------------------------------------------------------------------------------------------------------------------
Balance at Dec 31, 2005     474,028  $    474  $    834,561   $     (1,196,402)  $      (7,540)     701,637   $    332,729
===========================================================================================================================

</TABLE>

(See accompanying notes to the consolidated financial statements)











                                       18
<PAGE>

KODIAK ENERGY, INC.
Consolidated Statements of Cash Flows
(Development Stage Company
Going Concern Uncertainty - Note 1)

--------------------------------------------------------------------------------
                                                                     Inception
                                        Year Ended                  Apr 7, 2004
                                        December 31    Period from    through
                                           2005     Apr 7, 2004 to  Dec 31, 2005
                                        (Restated -    December 31  (Restated-
                                          Note 2)         2004          Note 2)
--------------------------------------------------------------------------------


Operating Activities
     Net Loss                           $ (1,133,790)  $  (62,613) $ (1,196,403)
Adjustments to reconcile net loss to
net cash used in operating activities:
     Amortization of furniture &
       equipment                               1,235            -         1,235
     Interest Expense                        808,811                    808,811
     Contributions To Capital                      -          900           900
     Foreign Currency Translation             (7,216)           -        (7,216)
Changes in Non-Cash Working Capital
Components:
     Change In Other Receivables             (12,676)           -       (12,676)
     Change In Prepaid Expenses              (57,850)           -       (57,850)
     Change In Accounts Payable               21,553            -        21,553
     Change In Accrued Expenses               72,786       36,713       109,499
     Loss From Valuation Adjustment                -       25,000        25,000
--------------------------------------------------------------------------------

Net Cash Used in Operating Activities       (307,147)           -      (307,147)

Investment Activities
     Additions to Property, Plant &
       Equip.                               (266,139)           -      (266,139)
     Additions to Other Assets               (20,249)           -       (20,249)
     Accounts payable                          7,000            -         7,000
     Change In Accrued Expenses               44,360            -        44,360
--------------------------------------------------------------------------------

Net Cash Used in Investing Activities       (235,028)           -      (235,028)

Financing Activity
     Shares to be Issued                     773,637            -       773,637
     Share Subscription receivable           (72,000)           -       (72,000)
         Change In Prepaid Expenses          (10,000)           -       (10,000)
     Convertible debt                         41,189            -        41,189
--------------------------------------------------------------------------------

Net Cash Provided by Financing Activity      732,826            -       732,826

     Net Cash Increase                       190,651            -       190,651

     Cash beginning of Period                      -            -             -
--------------------------------------------------------------------------------

     Cash end of Period                 $    190,651   $        -  $    190,651
--------------------------------------------------------------------------------


(See accompanying notes to the consolidated financial statements)


                                       19
<PAGE>
                               KODIAK ENERGY, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


1.    ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTY

The accompanying consolidated financial statements include the accounts of
Kodiak Energy Inc. and subsidiaries (collectively "Kodiak", the "Company", "we",
"us" or "our") as at December 31 2005 and for the year ended December 31, 2005,
the period from April 7, 2004 to December 31, 2004 and for the cumulative period
from April 7, 2004 (inception) until December 31, 2005, presented in accordance
with generally accepted accounting principles in the United States of America
("U.S. GAAP").

The Company was incorporated under the laws of the state of Delaware on December
15, 1999 under the name "Island Critical Care, Corp." with authorized common
stock of 50,000,000 shares with a par value of $.001. On December 30, 2004 the
name was changed to "Kodiak Energy, Inc." and the authorized common stock was
increased to 100,000,000 shares with the same par value. On January 17, 2005 the
Company affected a reverse split of 100 outstanding shares for one share. These
consolidated financial statements have been prepared showing post split shares
from inception. The Company was engaged in the development of the manufacture
and distribution of medical instrumentation and it became inactive after the
bankruptcy outlined below.

The Company is in the development stage and its efforts have been principally
devoted to capital raising, organizational infrastructure development, and
acquisitions of oil and gas properties for the purposes of future extraction of
the resources.

Bankruptcy
----------

On February 5, 2003 the Company filed a petition for bankruptcy in the District
of Prince Edward Island, Division No. 01-Prince Edward Island Court No. 1713,
Estate No. 51-104460, titled "Island Critical Care Corp.". The Company emerged
from bankruptcy pursuant to a Bankruptcy Court Order entered on April 7, 2004
with no remaining assets or liabilities and adopted Fresh Start Accounting per
Note 5.

The terms of the bankruptcy settlement included the authorization for the
issuance of 150,000 post split restricted common shares in exchange for $25,000,
which was paid into the bankruptcy court by the recipient of the shares.

The Company emerged from bankruptcy as a development stage company.

Going Concern Uncertainty
-------------------------

These consolidated financial statements have been prepared assuming the Company
will continue as a going concern, which presumes the realization of assets and
discharge of liabilities in the normal course of business for the foreseeable
future. The Company has not generated positive cash flow since inception and has
incurred recurring operating losses and will need working capital for its future
planned activities. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Continuation of the Company as a going
concern is dependent upon obtaining sufficient working capital to finance
ongoing operations. The management of the Company has developed a strategy to
address this uncertainty, including additional loans from officers, and equity
funding, however there are no assurances that any such financing could be
obtained on favorable terms, if at all.



                                       20
<PAGE>

2.    2005 RESTATEMENT

In November 2006, we determined that it was necessary to restate our financial
results for the year ending December 31, 2005 and for the periods ending March
31, 2006 and June 30, 2006. The purpose of the restatements is to correct errors
found in accounting for transactions resulting from a lack of adequate
procedures necessary to ensure that records were maintained in reasonable detail
to fairly reflect the transactions of the Company in the start up phase of
operations. More specifically the errors found are outlined as follows:

      *   Capitalization of items which should have been expensed under the
          successful efforts method of accounting for oil and gas property
      *   Not recognizing the beneficial conversion feature of debt payable in
          common shares of the Company
      *   Certain expenses paid after year end not being accrued for at period
          end
      *   Expensing costs relating to issuance of common shares
      *   Calculation errors made in the translation of Canadian operations to
          U.S. dollars

The Company's quarterly reporting in 2005 was not affected as the operations of
the Company commenced in the fourth quarter.

In addition to the above noted errors, the Company changed their policy for
accounting for oil and gas properties as explained in Note 4.

Effects of the restatement by line item follow:

Consolidated Balance Sheet

                            December 31,
                               2005                     Change in   December 31,
                           As Previously   Impact of    Accounting     2005
                             Reported        Errors       Policy    As Restated
                           -----------------------------------------------------
Cash                       $    235,793   $   (45,142)              $   190,651
Other Receivables                 6,470         6,206                    12,676
Prepaid Expenses                 57,850        10,000                    67,850
Total Current Assets            300,113       (28,936)                  271,177

Other Assets                          -        20,249                    20,249

Oil & Gas Properties            267,956      (149,638)  $  132,000      250,318
Furniture and Fixtures           13,903         1,918                    15,821
Accumulated Amortization         (1,075)         (160)                   (1,235)
Total Property, Plant &
  Equipment                     280,784      (147,880)     132,000      264,904
Total Assets                    580,897      (156,567)     132,000      556,330

Accounts Payable                101,255       (72,702)                   28,553
Accrued Expenses                  4,590       149,269                   153,859
Convertible debt                      -        41,189                    41,189
Total Current Liabilities       105,845       117,756                   223,601

Shares to be issued             800,000        26,263                   773,637
Share subscription
    receivable                        -       (72,000)           -      (72,000)
Additional paid in
    capital                      25,750       808,811                   834,561
Deficit Accumulated
    During the
    Development Stage          (309,502)   (1,018,901)     132,000   (1,196,403)
Accumulated Other
   Comprehensive Loss           (41,669)       34,130                    (7,540)
Total Shareholders'
   Equity                       475,052      (274,323)     132,000      332,729
Total Liabilities &
   Shareholders' Equity    $    580,897   $  (156,567)  $  132,000  $   556,330


                                       21
<PAGE>

Consolidated Statement of Operations


                           Year Ended
                          Dec 31, 2005                 Change in    Year Ended
                          As Previously   Impact of    Accounting   Dec 31, 2005
                            Reported        Errors       Policy     As Restated
                          ------------------------------------------------------
Administrative Expense    $     245,814   $   209,930  $  (132,000) $   323,744

Interest Expense                      -       808,811            -      808,811

Loss Before Other Expense      (245,814)   (1,018,741)     132,000   (1,132,555)

Amortization of Furniture
  & Fixtures                     (1,075)         (160)           -       (1,235)
Net Loss                  $    (246,889)  $(1,018,901) $   132,000  $(1,133,790)
Basic & Diluted Loss per
  Share                   $       (0.52)  $     (2.15) $      0.28  $     (2.39)


Consolidated Statement of Stockholders' Equity
Period April 7, 2004 (Date of Inception) to December 31, 2005

                              Deficit
                            Accumulated   Accumulated
              Additional    during the      Other                     Total
               Paid in      Development  Comprehensive    Shares   Shareholders'
               Capital         Stage         Loss        Issuable     Equity
             -------------------------------------------------------------------
Balance
December 31,
2005 as
Previously
Reported      $  25,750    $   (309,502)  $   (41,669)  $  800,000   $ 475.052

Impact of
Errors          808,811      (1,018,901)       34,129      (98,363)   (274,323)

Change in
Accounting
Policy                -         132,000             -            -     132,000

Balance
December 31,
2005 as
Restated        834,561    $ (1,196,402)  $    (7,540)  $  701,637   $ 332,729











                                       22
<PAGE>

Consolidated Statement of Cash Flow

                         Year Ended                                 Year Ended
                      December 31, 2005               Change in    December 31,
                        As Previously    Impact of   Accounting        2005
                          Reported         Errors       Policy      As Restated
                      ----------------------------------------------------------

Net Loss                $    (246,889)  $(1,018,901)  $ 132,000    $ (1,133,790)
   Amortization of
     Furniture &
     Fixtures                   1,075           160                       1,235
   Compensation Expense             -       808,811                     808,811
   Foreign Currency
     Translation              (41,346)       34,130                      (7,216)
   Change in Other
     Receivables               (6,470)       (6,206)                    (12,676)
   Change in Accounts
     Payable                   64,542       (42,989)                     21,553
   Change in Accrued
     Expenses                   4,590        68,196                      72,786
   Change in
Cash Used in Operating
  Activity                   (282,348)     (115,610)    132,000        (307,147)

Investing Activities
   Additions to Property,
Plant & Equip.               (281,859)     (116,280)    132,000        (266,139)
   Additions to Other
     Assets                         -       (20,249)                    (20,249)
   Accounts Payable                 -         7,000                       7,000
   Change in Accrued
     Expenses                                44,360                      44,360
Cash Used in Investing
  Activities                 (281,859)      (85,169)    132,000        (235,028)

Financing Activities
   Shares to be Issued        800,000       (98,363)                    773,637
   Share Subscription
     receivable                                                         (72,000)
   Change in Prepaid
     Expenses                 (10,000)                                  (10,000)
   Convertible Debt                 -        41,189                      41,189
Cash Provided by
Financing Activities          800,000      (108,363)                    732,826

Net Cash Increase             235,793      (309,142)    264,000         190,651
Cash End of  Period     $     235,793     ($309,142)   $264,000        $190,651

The impact of the errors and change in accounting policy on the period from
April 7, 2004 to December 31, 2005 is identical to the impact for the year ended
December 31, 2005 as noted in the above schedules. There was no impact on the
December 31, 2004 balance sheet.


3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Change in Fiscal Year
---------------------

The Company changed its fiscal year end during 2004 from March 31 to December
31.

Income Taxes
------------

Income taxes are determined using the liability method in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes. 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. Deferred tax assets and liabilities are measured using the enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the period that
includes the enactment date. In addition, a valuation allowance is established
to reduce any deferred tax asset for which it is determined that it is more
likely than not that some portion of the deferred tax asset will not be
realized.

                                       23
<PAGE>

Loss Per Common Share
---------------------

Basic income/loss per common share is computed by dividing net(loss)/income by
the weighted average number of common shares outstanding for the period. Diluted
income/loss per common share is computed after giving effect to all dilutive
potential common shares that were outstanding during the period. Dilutive
potential common shares consist of incremental shares issuable upon exercise of
stock options and warrants, contingent stock, conversion of debentures and
preferred stock outstanding. As of December 31, 2005 there were no potentially
dilutive instruments issued or outstanding.

Financial and Concentrations Risk
---------------------------------

The Company does not have any concentration of credit risk or related financial
credit risk.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------

The preparation of financial statements in conformity with U.S. GAAP requires
management to make certain estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Although these
estimates are based on the knowledge of current events and actions the Company
may undertake in the future, they may ultimately differ from actual results.
Included in these estimates are assumptions about allowances for valuation of
deferred tax assets.

Furniture and Fixtures
----------------------

Furniture and fixtures are recorded at cost. Amortization of assets is provided
by use of the straight-line method over the estimated useful lives of the
related assets of three to five years. Expenditures for replacements, renewals,
and betterments are capitalized. Maintenance and repairs are charged to
operations as incurred.

Oil and Gas Properties
----------------------

The Company follows the full cost method to account for oil and gas properties
as disclosed in Note 3.

Asset Retirement Obligations
----------------------------

The Company recognizes a liability for asset retirement obligations in the
period in which they are incurred and in which a reasonable estimate of such
costs can be made. Asset retirement obligations include those legal obligations
where the Company will be required to retire tangible long-lived assets such as
producing well sites. The asset retirement obligation is measured at fair value
and recorded as a liability and capitalized as part of the cost of the related
long-lived asset 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 costs included in oil and gas properties are
amortized using the unit-of-production method. As drilling has not yet
commenced, the Company has not recognized an asset retirement obligation.

Amortization of asset retirement costs and accretion of the asset retirement
obligation are included in depletion, amortization and accretion. Actual asset
retirement costs are recorded against the obligation when incurred. Any
difference between the recorded asset retirement obligations and the actual
retirement costs incurred is recorded in depletion, amortization and accretion.

Environmental
-------------

Oil and gas producing activities are subject to extensive Federal, provincial,
state and local environmental laws and regulations. These laws, which are
constantly changing, regulate the discharge of materials into the environment
and may require the Company to remove or mitigate the environmental effects of
the disposal or release of petroleum or chemical substances at various sites.


                                       24
<PAGE>

Environmental expenditures are expensed or capitalized depending on their future
economic benefit. Expenditures that relate to an existing condition caused by
past operations and that have no future economic benefits are expensed.
Liabilities for expenditures of a non-capital nature are recorded when
environmental assessment and/or remediation is probable, and the costs can be
reasonable estimated. To date the Company has not recognized any environmental
obligations as we are not actively producing.

Foreign Currency Translation
----------------------------

The functional currency for the Company's foreign operations is the Canadian
dollar. The translation from the applicable foreign currencies to U.S. dollars
is performed for balance sheet accounts using current exchange rates in effect
at the balance sheet date and for revenue and expense accounts using a weighted
average exchange rate during the period. The resulting translation adjustments
are recorded as a component of other comprehensive income/loss. Gains or losses
resulting from foreign currency transactions are included in other
income/expenses.

Share Based Compensation
------------------------

The Company records compensation expense in the Consolidated Financial
Statements for share based payments using the fair value method pursuant to
Financial Accounting Standards Board Statement ("FASB") No. 123R. The fair value
of share-based compensation to employees will be determined using an option
pricing model at the time of grant. Fair value for common shares issued for
goods or services rendered by non-employees are measured based on the fair value
of the common shares. Stock-based compensation expense is included in general
and administrative expense with a corresponding increase to capital in excess of
par.

Recent Accounting Pronouncements
--------------------------------

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
addresses the issue of measuring compensation cost associated with Share Based
Payment plans. This statement requires that compensation resulting from all such
plans, for public entities, be measured at fair value using an option pricing
model whereas previously certain plans could be measured using either a fair
value based method or an intrinsic value method. The revision is intended to
increase the consistency and comparability of financial results by only allowing
one method of application. This revised standard is effective for the first
annual reporting period beginning after June 15, 2005 for awards granted on or
after the effective date. The initial adoption of this statement will not have
an impact on the consolidated financial position or results of operation as the
Company to date has not granted any options to employees. However, going
forward, as the Company grants options, it expects that the impact may be
material. The Company has not yet determined the method of adoption. In
addition, the Company has not yet determined the impact of FAS 123R on its
compensation policies or plans, if any.

In May 2005, the FASB issued SFAS No. 154 "Accounting Change and Error
Corrections." This statement replaces APB No. 20 and SFAS No. 3 and changes the
requirements for the accounting for and reporting of a change in accounting
principle. APB 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 the accounting principle. SFAS No.
154 requires retrospective application to prior periods' financial statements
for voluntary changes in accounting principles. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not expect that the adoption of SFAS
No. 154 will have a significant impact on the consolidated results of operations
or financial position.

4.    CHANGE IN ACCOUNTING POLICY

Oil and Gas Properties
----------------------

The Company was following the successful efforts method of accounting for oil
and gas properties pursuant to FAS 19 (as amended) "Financial Accounting and
Reporting by Oil and Gas Production Companies" for costs of oil and gas

                                       25
<PAGE>

properties. Under this method, acquisition costs of oil and gas properties and
costs of drilling and equipping development wells are capitalized. Costs of
drilling exploratory wells are initially capitalized and, if subsequently
determined to be unsuccessful, are charged to expenses. All other exploration
costs, including geological and geophysical costs and carrying and maintenance
costs are charged to exploration expenses when incurred. The Company has decided
to change the accounting policy for oil and gas properties and adopt the full
cost method to better reflect the assets on a country by country basis.

Under the full cost method of accounting for oil and gas operations all costs
associated with the exploration for and development of oil and gas reserves are
capitalized on a country-by-country basis. Such costs include land acquisition
costs, geological and geophysical expenses, carrying charges on non-producing
properties, costs of drilling both productive and non-productive wells,
production equipment and overhead charges directly related to acquisition,
exploration and development activities. Proceeds from the sale of oil and gas
properties are applied against capitalized costs with no gain or loss
recognized, unless such a sale would significantly alter the rate of depletion
and depreciation by more than 25 percent in a particular country, in which case
a gain or loss on disposal is recorded.

Capitalized costs within each country are depleted and depreciated on the
unit-of-production method based on the estimated gross proved reserves as
determined by independent petroleum engineers. Oil and gas reserves and
production are converted into equivalent units on the basis of 6,000 cubic feet
of natural gas to one barrel of oil. Depletion and depreciation is calculated
using the capitalized costs, including estimated asset retirement costs, plus
the estimated future costs to be incurred in developing proved reserves, net of
estimated salvage value.

An impairment loss is recognized in net income if the carrying amount of a cost
centre exceeds the "cost centre ceiling". The carrying amount of the cost centre
includes the capitalized costs of proved oil and natural gas properties, net of
accumulated depletion and deferred income taxes and the cost centre ceiling is
the present value of the estimated future net cash flows from proved oil and
natural gas reserves discounted at ten percent (net of related tax effects) plus
the lower of cost or fair value of unproved properties included in the costs
being amortized (and/or the costs of unproved properties that have been subject
to a separate impairment test and contain no probable reserves). The prior
years' financial statements are not affected as there were no oil and gas
assets. The change is preferable so the Company's financial position is more
comparable to its peers in the oil and gas industry.

Costs of acquiring and evaluating unproved properties and major development
projects are initially excluded from the depletion and depreciation calculation
until it is determined whether or not proved reserves can be assigned to such
properties. Costs of unproved properties and major development projects are
transferred to depletable costs based on the percentage of reserves assigned to
each project over the expected total reserves when the project was initiated.
These costs are assessed periodically to ascertain whether impairment has
occurred.

The impact of this change in accounting policy on the consolidated financial
statements for the year ended December 31, 2005 has been described in Note 2.

5.    FRESH START ACCOUNTING

The Company adopted fresh start accounting pursuant to guidance provided by the
American Institute of Certified Public Accountant's Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization under the Bankruptcy Code"

                                       26
<PAGE>

(SOP 90-7). For financial reporting purposes, the effective date of the Plan of
Reorganization was considered to be April 7, 2004. In accordance with the
principles of fresh start accounting, the Company had adjusted its assets and
liabilities to their estimated fair values as of April 7, 2004. The net effect
of all fresh start accounting adjustments resulted in an other comprehensive
loss of $323, which is reflected as an adjustment to the Company's results for
the period April 1, 2004 to April 6, 2004.

Due to changes in the structure of the Company and the application of fresh
start accounting as a result of the consummation of the Plan, the consolidated
financial statements of the Company issued prior to the Plan implementation are
not presented. The capital stock of the predecessor company was not extinguished
as part of the bankruptcy order. There were 32,402,800, pre split, shares
outstanding prior to the bankruptcy. As part of the proceedings the Trustee
acquired 10,054,000 of those shares and subsequent to the bankruptcy these
shares were sold to parties who were not shareholders of the predecessor
company. These shares plus the 15,000,000 pre split shares issued pursuant to
the bankruptcy order, also to a party not previously a shareholder of the
predecessor company, resulted in 47,402,800, pre split, shares being issued and
outstanding with 52% of those being owned by shareholders who did not previously
own shares in the predecessor company. As a result, this caused a change in
control and thus the ability to adopt Fresh Start Accounting.

The effects of the application of fresh start accounting and the debt
restructuring on the Predecessor Company's condensed consolidated balance sheet
are as follows:

                              Predecessor
                                Company       Fresh-Start           Fresh Start
                             April 6, 2004     Adjustment          April 7, 2004
--------------------------------------------------------------------------------

Shareholders' Equity

Common Stock (Post Split)             323                                 323
Additional Paid in Capital      1,813,853       (1,813,853) (a)
Other Comprehensive loss                              (323) (a)          (323)
Deficit                        (1,814,176)       1,814,176  (a)
--------------------------------------------------------------------------------
Total Shareholders' equity    $        --      $        --           $     --
--------------------------------------------------------------------------------

(a) Eliminates predecessor accumulated deficit and historical additional paid in
capital.

The prior year presentation as disclosed was not in conformity with SOP 90-7. In
these financial statements the prior year presentation has been restated to
conform with presentation required by SOP 90-7.

Under Fresh Start accounting the results of the predecessor operations are
excluded from the presentation and continuing operations of the post bankruptcy
entity. As such, the following table outlines the effect of the changes in
presentation:

Income Statement
                                           Cumulative since
                                               inception
                                            April 7, 2004 to    Cumulative since
                                           December 31, 2004      Inception to
                                             as previously     December 31, 2004
                                               reported           as restated

Revenue                                    $          24,708    $            --
Cost of sales                                         20,346                 --
                                           -----------------    ---------------
                                                       4,362                 --
Expenses
  Administrative                                      49,370             37,613
  Depreciation and amortization                       16,967                 --
                                           -----------------    ---------------
                                                      66,337             37,613

Loss before other expenses                           (61,975)           (37,613)

Other income and expenses
  Gain on disposal of assets                         230,490                 --
  Loss from valuation adj. of assets                 (25,000)           (25,000)
  Interest expense                                       (99)                --
                                           -----------------    ---------------
                                           $         143,416    $       (62,613)
                                           =================    ===============



                                       27
<PAGE>

Balance Sheet                         As previously reported     As Restated
                                         December 31, 2004    December 31, 2004
Assets
Current assets                             $         --         $          --
  Cash                                               --                    --
                                      -----------------------------------------
  Total  assets                                      --                    --

Liabilities and Stockholders
Deficiency
Current liabilities
  Accounts payable - related
  parties                                  $     36,713         $      36,713
                                      -----------------------------------------
  Total current liabilities                      36,713                36,713

Stockholders deficiency

Common stock
1,000,000 shares authorized, at
$.001 par value 474,028 shares
issued & outstanding                                474                   474
Additional Paid in Capital                    1,839,602                25,750
Accumulated deficit                          (1,876,789)              (62,613)
Accum. Other Comprehensive Loss                      --                  (324)
                                      -----------------------------------------
Total stockholders' deficiency                  (36,713)              (36,713)


6.    OTHER ASSETS

Other Assets in the amount of $20,249 represents a long term deposit required by
regulatory authorities for environmental obligations for well abandonment and
restoration in Alberta.


7.    FINANCIAL INSTRUMENTS

The Company's financial instruments, including cash, other receivables, and
accounts payable are carried at values that approximate their fair values due to
their relatively short maturity periods.


8.    PROPERTY, PLANT & EQUIPMENT

                                                     Accumulated      Balance
                                                    depreciation      December
                           Balance     Additions    And depletion     31, 2005
                           December  (As Restated-  (As Restated-  (As Restated-
                           31, 2004     Note 2)         Note 2)        Note 2)
Canada:
Oil and gas properties    $      --   $   118,318    $        --    $   118,318
United States:
Oil and gas properties           --       132,000             --        132,000
                          ------------------------------------------------------

Sub-Total                        --       250,318             --        250,318
                          ------------------------------------------------------

Furniture & fixtures             --        15,821          1,235         14,586
                          ------------------------------------------------------

Property, Plant & Equip.  $      --   $   266,139    $     1,235    $   264,904
                          ------------------------------------------------------



                                       28
<PAGE>

There were $250,318 of unproved properties at December 31, 2006 that were
excluded from the depletion pool.

9.    CONVERTIBLE DEBT

Debt of $41,189 is non-interest bearing and is convertible to common shares of
the Company pursuant to the stock for services compensation plan. A beneficial
conversion feature of $808,811 was calculated on the debt representing the
difference between the conversion price and the fair value of the common stock
at the commitment date. This amount is recorded as interest expense and an
increase in additional paid in capital.

10.   SHARE CAPITAL

Authorized:
            100,000,000 common shares at $0.001 par value

                                              2005             2004
                                             ------           ------
Issued and outstanding:
474,028 shares (2004 - 474,028)              $  474           $  474

On December 28, 2004 the shareholders of the Company approved a reverse stock
split of 1 for 100 which was affected January 17, 2005. After the split we had
474,028 shares of common stock issued and outstanding.

In connection with the split we increased our authorized common shares to
100,000,000 and amended our articles of incorporation to reflect increase in
authorized shares.

As of January 13, 2006 an additional 16,000,000 shares were issued pursuant to
two private placements of which a portion closed December 22, 2005 (13,650,000
shares for gross proceeds of $273,000 - Note 13) and December 30, 2005 (910,000
shares, $455,000) respectively reported as "Shares to be Issued" at December 31,
2005 in the amount of $701,637 (net of share issue costs of $26,363) as the
share certificates were not issued until January 13, 2006.

Additional Paid in Capital totaled $834,561 which included a beneficial
conversion feature of $808,811 calculated on convertible debt (Note 9)
representing the difference between the conversion price and the fair value of
the common stock at the commitment date.

11.   LOSS PER SHARE

A reconciliation of the numerator and denominator of basic and diluted loss per
share is provided as follows:

Numerator:                                                2005           2004
                                                       As Restated
                                                         Note 2
Numerator for basic and diluted loss per share
   Net Loss                                            (1,113,790)      (62,613)
--------------------------------------------------------------------------------
Denominator:
Denominator for basic and diluted loss per share
   Weighted average shares outstanding                    474,028       474,028
--------------------------------------------------------------------------------
Basic and diluted loss per share                      $     (2.39)   $    (0.13)
================================================================================



                                       29
<PAGE>

12.   INCOME TAXES

The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for
Income Taxes, which requires the establishment of deferred tax assets and
liabilities for the recognition of future deductions or taxable amounts and
operating loss and tax credit carry forwards. Deferred federal income tax
expense or benefit is recognized as a result of the change in the deferred tax
asset or liability during the year using the currently enacted tax laws and
rates that apply to the period in which they are expected to affect taxable
income. Valuation allowances are established, if necessary, to reduce deferred
tax assets to the amounts that will more likely than not be realized.

The Company's provision for income taxes reflects the U.S. federal income taxes
calculated at the federal statutory rate of 35%, U.S. state taxes calculated at
the statutory rate of 7% net of any federal income tax benefit and the Canadian
taxes calculated at their federal and provincial combined rates of 41% net of
any U.S. federal income tax benefits. These rates closely approximate the
Company's respective effective tax rates.

At December 31, 2005, the Company's deferred tax asset is attributable to its
net operating loss carry forward of approximately $400,000, which will expire if
not utilized in 2025. Of this amount, approximately $139,000 is attributable to
the Company's Canadian operations. As reflected below, this benefit has been
fully offset by a valuation allowance based on management's determination that
it is more likely than not that some or all of this benefit will be realized.

For the year ended December 31, 2005, the period April 7, 2004 through December
31, 2004 and for the cumulative from inception period of April 7, 2004 through
December 31, 2005, a reconciliation of income tax benefit at the U.S. federal
statutory rate to income tax benefit at the Company's effective tax rates is as
follows.

                                            2005         2004      Cumulative
                                         ---------    ---------    ----------

Income tax benefit at statutory rate     $ 396,826    $  21,915    $  418,741
Permanent Differences                     (280,419)                  (280,419)
State tax benefit, net of
 federal taxes                               8,527        2,746        11,273
Foreign taxes, net of federal benefit       (1,935)                    (1,935)
Change in valuation allowance             (122,999)     (24,661)     (147,660)
                                         ---------    ---------    ----------

Income tax benefit at effective rate     $       -    $       -    $        -
                                         =========    =========    ==========


13.   RELATED PARTY TRANSACTIONS

An officer-director has acquired 150,000 shares, post split, of the common
capital stock issued at the emergence from bankruptcy on April 7, 2004, for
$25,000.

Officers and directors of the Company purchased 10,200,000 shares of the common
capital stock of the Company on December 22, 2005 at $0.02 per share for
$204,000. These shares were not issued by the Transfer Agent until January 13,
2006 and are reflected in shareholders' equity as part of the caption "Shares to
be Issued".

For the year end December 31, 2005, the Company paid Sicamous Oil & Gas
Consultants $40,744 for consulting services rendered by the COO. Sicamous Oil &
Gas Consultants is a company owned by our Chief Operating Officer, Mr. William
Tighe.

For the year end December 31, 2005, the Company paid MHC Corporation $27,897 for
consulting services rendered by the CEO. MHC Corporation is a company owned by
our Chief Executive Officer, Mark Hlady.

During the year ended December 31, 2005 the Company paid $131,156 to companies
which beneficially own 9.1% of the Company for investor relations services and
commission on a private placement. Investor relations services in the amount of
$54,793 are included in Administrative Expense and $26,363 were commissions on a
private placement included in Additional Paid in Capital and a retainer in the
amount of $50,000 in Prepaid Expenses.

14.   SUBSEQUENT EVENTS

On January 13 the Company issued 15,000,000 common shares pursuant to a private
placement that closed on December 22, 2005. The shares were issued at $0.02 per
share and proceeds of $300,000 were received by December 31, 2005 for this
private placement.

                                       30
<PAGE>

On January 13 the Company issued 1,000,000 shares pursuant to the stock for
services compensation plan.

On January 13 the Company issued 1,000,000 common shares pursuant to a private
placement that closed on December 28, 2005. The shares were issued at $0.50 per
share and proceeds of $500,000 were received by December 31, 2005 for this
private placement.

On January 13 the Company issued 933,334 common shares at $1.50 per share for
gross proceeds of $1,400,000 in a private placement. The private placement was
closed on January 20, 2006 and funds were received subsequent to year end.

On February 20, 2006 the Company's stock split forward by paying a stock
dividend to our existing shareholders. All shareholders of record on February
14, 2006 received 1 dividend share for every share they owned amounting to
18,407,362 shares of common stock issued.

In April, 2006 the Company issued 7,500,000 common shares pursuant to the stock
for services compensation plan.

On May 1, 2006 the Company's stock split forward by paying a stock dividend to
our existing shareholders. All shareholders of record on April 28, 2006 received
1 dividend share for every share they owned amounting to 44,315,184 shares of
common stock issued.

The Company closed a private placement in June, 2006 for 1,130,000 units at a
price of $1.70 per unit for gross proceeds of $1,921,000. Each unit entitled the
subscriber to one common share of the Company and one warrant. Each warrant
entitles the warrant holder to exchange one warrant for one common share at a
price of $2.50 until June 30, 2008 and $3.50 from July 1, 2008 to June 30, 2011.












                                       31
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None


ITEM 8A. CONTROLS AND PROCEDURES

Restatement

During the process of preparing for the Company's third quarter financial report
the CFO identified errors in the accounting records that originated in the
fourth quarter of 2005, the first quarter ended March 31, 2006 and the second
quarter ended June 30, 2006. The errors arose as a result of a lack of adequate
procedures and documentation necessary to ensure that records were maintained in
reasonable detail to fairly reflect the transactions of the Company in the start
up phase of operations.

After discussing these matters with management the CFO recommended to the Audit
Committee that previously reported financial results be restated to reflect
correction of these errors. The Audit Committee agreed with this recommendation.
Pursuant to the recommendation of the Audit Committee, the Board of Directors
determined at its meeting on November 3, 2006, that previously reported results
for the Company be restated to correct these errors and, in light of the
restatement, that the financial statements and other information referred to
above should no longer be relied upon.

Evaluation of Disclosure Controls and Procedures

The CFO evaluated the disclosure controls and procedures and identified a lack
of sufficient procedures, documentation and qualified personnel to ensure the
records fairly reflected the transactions of the Company resulting in a material
weakness in the Company's internal control over financial reporting. Solely as a
result of the material weakness, management concluded that the disclosure
controls and procedures were not effective as of December 31, 2005, March 31,
2006 or June 30, 2006.

Remediation of Material Weakness in Internal Control

As of the date of this filing the CFO is in the process of designing disclosure
controls and procedures to be implemented to ensure the records fairly reflect
the transactions of the Company. The remedial actions include:

      *   Designing adequate disclosure controls and procedures for the Company
      *   Implementing the disclosure controls and procedures
      *   Testing the effectiveness of the implemented disclosure controls and
          procedures
      *   Reporting the results of the tests of effectiveness to management,
          Audit Committee and Board of Directors

In connection with the amended Form 10-K, under the direction of the Chief
Executive Officer and Chief Financial Officer, we have evaluated our disclosure
controls and procedures as currently in effect, including the remedial actions
discussed above, and we have concluded that, as of this date, our disclosure
controls and procedures are not effective.

As previously reported, there was no change in our internal control over
financial reporting during the quarter year ended December 31, 2005, that
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. However, subsequent to June 30, 2006, we are
taking the remedial actions described above.


                                       32
<PAGE>

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE  WITH SECTION 16(a) OF THE EXCHANGE ACT

A.  Section 16(a): Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires
our executive officers, directors and persons who beneficially own more than 10%
of a registered class of our equity securities to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Such executive officers, directors,
and greater than 10% beneficial owners are required to furnish us with copies of
all Section 16(a) forms filed by such reporting persons. Based solely on
representation from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and greater than
10% beneficial owners were complied with.

B.  Directors and Executive Officers

Name                   Age        Title
--------------         ---        ------------------------------------

Marc Juliar            26         President, Director

Mark Hlady             47         Chairman and CEO, CFO

William Tighe          54         Chief Operating Officer and Director

Peter Schriber         64         Director

Glenn Watt             31         Director

Mr. Juliar has served as the Company's President, Chief Executive Officer and
Chairman of the Board since on April 7, 2004. Mr. Juliar is an independent
contractor to the Film, Music Video and T.V. Commercial production business. Mr.
Juliar has held many positions in the filming and production business. From 2001
until 2002 Mr. Juliar was a student at the University of Toronto. In 2000 Mr.
Juliar was employed by the Bellagio Hotel in Las Vegas. Mr. Juliar was a food
and beverage manager. Mr. Juliar attended the University of Toronto located in
Toronto, Ontario. On January 13, 2006 Mr. Juliar resigned his positions as
president and director of the company.

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


                                       33
<PAGE>

Bilateral Council and Government Representative to the Alberta Land Surveyors
Association. Mr. Hlady has a Bachelor of Physical Education from the University
of Calgary.

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

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

Mr. Peter Schriber has been a director of the company since November 28, 2005.
Mr. Schriber is currently an independent financial consultant. Mr. Schriber is
active in mergers and acquisitions as well as debt and equity financing for
private and public companies. Prior to 1999 Mr. Schriber was a director and
partner of a Vancouver based brokerage firm. Prior to that Mr. Schriber was a
Vice President and Manager of Corporate Lending with the Canadian division of a
Swiss Bank. Mr. Schriber has a degree in Commerce from a Swiss Institution and
he graduated as a Fellow of the Institute of Canadian Bankers. Mr. Schriber is
also a member of the Canadian Bankers Association.

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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



                                       34
<PAGE>

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during the year ended December 31, 2005, and upon a review of Forms
5 and amendments thereto furnished to the Company with respect to the year ended
December 31, 2005, or upon written representations received by the Company from
certain reporting persons that no Forms 5 were required for those persons.

AUDIT COMMITTEE AND FINANCIAL EXPERT

We are not required to have and we do not have an Audit Committee. The Company's
directors perform some of the same functions of an Audit Committee, such as;
recommending an independent registered public accounting firm to audit the
financial statements; reviewing the auditors' independence, the financial
statements and their audit report; and reviewing management's administration of
the system of internal accounting controls. The Company does not currently have
a written audit committee charter or similar document.

We have no audit committee financial expert. Our independent directors have
financial statement preparation and interpretation ability obtained over the
years from their past business experience. We believe the cost related to
retaining a financial expert at this time is prohibitive. Further, because of
nature of our current limited operations, we believe the services of a financial
expert are not warranted.

CODE OF ETHICS

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

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

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

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

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

    5)   Accountability for adherence to the code.

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


                                       35
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth all cash compensation for services rendered in
all capacities to the Company, for the year ended December 31, 2005

Summary Compensation Table

Name and Principal                                   All Other
Position               Year     Salary/Consulting   Compensation
------------------     ----     -----------------   ------------

Marc Juliar            2005          $      0          $    0
                       2004          $      0          $    0

Mark Hlady             2005          $ 27,897          $    0

William Tighe          2005          $ 40,744          $    0


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of the date of this report,
relating to the beneficial ownership of our common stock by those persons known
to us to beneficially own more than 5% of our capital stock, by each of our
directors, proposed directors and executive officers, and by all of our
directors, proposed directors and executive officers as a group. The address of
each person is care of the Company.


Name of Beneficial Owner(1)            Number of (2)      Percent of
or Director                           Shares of Class       Class
----------------------------------    ---------------     ----------

Marc Juliar (3)                             150,000          0.91*

Mark Hlady (4)                            1,725,000         10.47%

William Tighe (5)                         3,225,000         19.58%

Glenn Watt (6)                            2,250,000         13.66%

Peter Schriber (7)                        3,000,000         18.21%

1164572 Alberta Limited (8)               1,500,000          9.11%

All directors and executive
officers as a group (five persons)       10,350,000         62.83%

* Less than 1%


                                       36
<PAGE>

1.   As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or share
investment power with respect to a security (i.e., the power to dispose of, or
to direct the disposition of, a security). In addition, for purposes of this
table, a person is deemed, as of any date, to have "beneficial ownership" of any
security that such person has the right to acquire within 60 days after such
date.

2.   The company closed financings on December 22, 2005 with officers and
directors of the corporation. These shares were not issued by the Transfer Agent
until January 13, 2006. For financial statement purposes we have 473,558 common
shares outstanding at the year end of December 31, 2005. For disclosure purposes
in Item 11 we are presenting the shares of the officers and directors as if the
had been issued prior to the year end.

3.   Shares held directly by Mr. Marc Juliar. Mr. Juliar was the President, and
Director of Island Critical Care Corp and Kodiak Energy, Inc. Mr. Juliar
resigned all positions with the company on January 13, 2006. The business
address for Mr. Juliar is 31 Walmer Rd, Suite 6 Toronto, ON M5R 2W7.

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

5.   Includes 3,225,000 shares held by Sicamous Oil & Gas Consultants a company
owned by Mr. William Tighe in which he also has voting and dispositive power
over their shares of common stock. The business address for Mr. William Tighe is
c/o Kodiak Energy, Inc. 734 7th Avenue S.W. Calgary, AB T2P 3P8.

6.   Includes 1,500,000 shares held directly by Mr. Glenn Watt. Includes 750,000
shares held by 697580 Alberta Limited which Mr. Watt has voting and dispositive
power over their shares of common stock. The business address for Mr. Glenn Watt
is c/o Kodiak Energy, Inc. 734 7th Avenue S.W. Calgary, AB T2P 3P8.

7.   Includes 1,500,000 shares held directly by Mr. Peter Schriber. Includes
1,500,000 shares held by Crownfield Investments Inc. which Mr. Schriber has
voting and dispositive power over their shares of common stock. The business
address for Mr. Peter Schriber is Gotthardstrase 38, ch-8002 Zurich,
Switzerland.

8.   The business address for 1164572 Alberta Limited is Suite 327, 100, 1039
17th Ave SW Calgary

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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


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<PAGE>

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

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

For the year end December 31, 2005, Kodiak Energy paid Sicamous Oil & Gas
Consultants $49,651. Sicamous Oil & Gas Consultants is a company owned by our
Chief Operating Officer, Mr. William Tighe. Mr. William Tighe owes the Company
$6,529 at the end of the year for excess advances for Company expenses.

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits

10.1       S-8 stock registration statement dated December 21, 2005
           (incorporated by reference to the registrant's Current Report on Form
           8-K filed with the Commission on December 21, 2005)
10.2       Stock Purchase Agreement dated December 29, 2005, among Kodiak Energy
           and various shareholders (incorporated herein by reference to Exhibit
           4.1 to the registrant's Current Report on Form 8-K filed with the
           Commission on December 29, 2005)

23.1       Consent of Meyers Norris Penny LLP
23.2       Consent of Madsen & Associates; CPA's Inc

31.1       Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)
           of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley
           Act of 2002.(1)

31.2       Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)
           of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley
           Act of 2002.(1)

32.1       Certification of Chief Executive Officer and Chief Financial Officer,
           pursuant to 18 United States Code Section 1350, as enacted by Section
           906 of the Sarbanes-Oxley Act of 2002. (1)

(1)  Filed herewith



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<PAGE>

       b. Reports on Form 8-K filed in the quarter

       On October 4, 2005 we filed an 8K under item 5.02 Election of new
       directors and officers.
       On October 7, 2005 we filed an 8K under item 1.01 Entry into a material
       definitive agreement and item 2.01 Completion of acquisition of assets.
       On November 28, 2005 we filed an 8K under item 1.01 Entry into a material
       definitive agreement and item 5.02 Election of new directors and
       officers.
       On December 29, 2005 we filed an 8K under item 1.01 Entry into a material
       definitive agreement.
       On December 30, 2005 we filed an 8K under item 1.01 Entry into a material
       definitive agreement.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

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

For December 31, 2005 the audit fees were $82,000

Audit-Related Fees

     None

Tax Fees

     None

All Other Fees

     None

Audit committee policies & procedures

The company does not currently have a standing audit committee. The above
services were approved by the company's Board of Directors.




SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

/s/ Mark Hlady
--------------
    Mark Hlady
    Chief Executive Officer and Chief Financial Officer









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