---

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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the quarterly period ended June
30, 2006

Commission File No. 001-32920

(Exact name of registrant as specified in its charter)

|YUKON TERRITORY
(State or other jurisdiction of
incorporation or organization) | 57-1191218
(I.R.S. Employer 
Identification No.)
|------------------------------------------------------------------------------ | ------------------------------------------------

1625 Broadway, Suite 330
Denver, Colorado 80202(Address of principal executive offices, including zip code)

303-592-8075(Registrant's telephone number, including area code)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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.      Yes    
    No

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.

|Large accelerated filer | Accelerated filer | Non-accelerated filer
|----------------------- | ----------------- | ---------------------

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
      Yes    
    No

74,969,426 shares of no par value of the Registrants Common Stock were issued and outstanding
as of August10, 2006.

_________________

---

# KODIAK OIL & GAS
CORP.

# INDEX

|Part I  Financial Information | Page
|------------------------------ | ----

|Item 1.        Financial Statements (unaudited) | 3
|----------------------------------------------- | -

|Consolidated
Balance Sheets June 30, 2006 and December 31, 2005 | 3
|--------------------------------------------------------------- | -

|Consolidated
Statement of Operations and Deficit Three and Six Months Ended June 30, 2006 and 2005 | 4
|-------------------------------------------------------------------------------------------------- | -

|Statement
of Stockholders Equity June 30, 2006 and December 31, 2005 | 5
|--------------------------------------------------------------------- | -

|Statement
of Cash Flows Six Months Ended June 30, 2006 and 2005 | 5
|--------------------------------------------------------------- | -

|Notes
to Consolidated Financial Statements June 30, 2006 | 8
|-------------------------------------------------------- | -

|Item 2.        Managements Discussion and Analysis of Financial Condition and Results of
Operations | 15
|---------------------------------------------------------------------------------------------------- | --

|Item 3.        Quantitative and Qualitative Disclosures about Market Risk | 20
|------------------------------------------------------------------------- | --

|Item 4.        Controls and Procedures | 20
|-------------------------------------- | --

|Part
II  Other Information | 
|--------------------------- | 

|Item 1.        Legal Proceedings | 21
|-------------------------------- | --

|Item 1A.       Risk Factors | 21
|--------------------------- | --

|Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds | 21
|-------------------------------------------------------------------------- | --

|Item
3.        Defaults Upon Senior Securities | 21
|---------------------------------------------- | --

|Item 4.        Submission of Matters to a Vote of Security Holders | 21
|------------------------------------------------------------------ | --

|Item
5.   Other Information | 22
|--------------------------- | --

|Item 6.        Exhibits | 22
|----------------------- | --

|Signatures | 
|---------- | 

i

---

# PART 1  FINANCIAL
INFORMATION

# ITEM 1. FINANCIAL
STATEMENTS

# KODIAK OIL & GAS
CORP. 
CONSOLIDATED BALANCE SHEETS 
UNAUDITED

|ASSETS                                                        | June 30,
2006 | December 31,
2005
|------------------------------------------------------------- | ------------- | -----------------
|                                                              |               |                  
|Current assets:                                               |               |                  
|Cash and cash equivalents                                     |               | $ 27,494,962     
|Accounts receivable                                           |              
|Trade                                                         |               | 727,670          
|Accrued Sales                                                 |               | 338,059          
|Prepaid expenses and other                                    |               | 179,276          
|                                                              |               |                  
|Total Current Assets                                          |               | 28,739,967       
|                                                              |               |                  
|Property and equipment (full cost method), at cost:           |              
|Proved oil and gas properties                                 |               | 19,222,253       
|Unproved oil and gas properties                               |               | 14,571,338       
|Less-accumulated depletion, depreciation and amortization     |               | (969,105         
|                                                              |               |                  
|                                                              |               | 32,824,486       
|                                                              |               |                  
|Other property and equipment, net of accumulated depreciation |              
|of $79,479 in 2006 and $47,525 in 2005                        |               | 166,388          
|Restricted Investment                                         |               | 228,000          
|                                                              |               |                  
|Total Assets                                                  |               | $ 61,958,841     
|                                                              |               |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                          |              
|Current Liabilities:                                          |              
|Accounts payable and accrued liabilities                      |               | $   3,757,340    
|Noncurrent liabilities:                                       |              
|Asset retirement obligation                                   |               | 137,760          
|                                                              |               |                  
|Total Liabilities                                             |               | 3,895,100        
|                                                              |               |                  
|Commitments and Contingenicies                                |              
|Stockholders equity:                                         |              
|Common stock, $0.01 par value: authorized-100,000,000         |              
|Issued:  74,886,426 shares in 2006 and 54,547,158 in 2005     |               | 748,864          
|Additional paid in capital                                    |               | 64,158,128       
|Accumulated deficit                                           |               | (6,843,251       
|                                                              |               |                  
|Total Stockholders' Equity                                    |               | 58,063,741       
|                                                              |               |                  
|Total Liabilities and Stockholders Equity                    |               | $ 61,958,841     
|                                                              |               |                  

SEE ACCOMPANYING NOTES

1

---

# KODIAK OIL & GAS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT 
UNAUDITED

|                                               | Three months ended June 30, | Six months ended June 30,
|---------------------------------------------- | --------------------------- | -------------------------
|
|                                               |                             |                          
|Revenues:                                      |                             |                          
|Gas production                                 |                             | $      172,914           
|Oil production                                 |                             | 689,185                  
|Interest                                       |                             | 263,167                  
|                                               |                             |                          
|Total revenue                                  |                             | 1,125,266                
|                                               |                             |                          
|Cost and expenses:                             |                            
|Oil and gas production                         |                             | 236,746                  
|Depletion, depreciation, amortization          |                            
|and abandonment liability accretion            |                             | 491,674                  
|General and administrative                     |                             | 1,825,632                
|(Gain) /loss on currency exchange              |                             | (420,676                 
|                                               |                             |                          
|Total costs and expenses                       |                             | 2,133,376                
|                                               |                             |                          
|Net loss for the period                        |                             | $(1,008,110              
|                                               |                             |                          
|Basic & diluted weighted-average common shares |                            
|outstanding                                    |                             | 74,398,514               
|                                               |                             |                          
|Basic & diluted net loss per common share      |                             | $         (0.01          
|                                               |                             |                          

SEE ACCOMPANYING NOTES

2

---

# KODIAK OIL & GAS
CORP. 
STATEMENT OF STOCKHOLDERS EQUITY 
UNAUDITED

|                                  | Common Stock | Contributed | Accumulated | Total   
|--------------------------------- | ------------ | ----------- | ----------- | --------
|
|                                  |             
|Balance December 31, 2004:        |              | 33,875,283  |             | $338,753
|Issuance of stocks for cash:      |             
|-pursuant to private placement    |              | 17,0        |             | 170,000 
|-pursuant to exercise of warrants |              | 3,496,875   |             | 34,969  
|-pursant to exercise of options   |              | 1           |             | 1,000   
|Stock issuance costs              |              |             |             |         
|Employee stock options            |              | 75,000      |             | 750     
|Stock based compensation          |              |             |             |         
|Net loss                          |              |             |             |         
|                                  |             
|Balance December 31, 2005:        |              | 54,547,158  |             | 545,472 
|                                  |             
|Issuance of stocks for cash:      |             
|-pursuant to private placement    |              | 19,514,268  |             | 195,142 
|-pursuant to exercise of options  |              | 825,000     |             | 8,250   
|Stock issuance costs              |              |             |             |         
|Stock based compensation          |              |             |             |         
|Net loss                          |              |             |             |         
|                                  |             
|Balance June 30, 2006:            |              | 74,886,426  |             | $748,864
|                                  |             

SEE ACCOMPANYING NOTES

3

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# KODIAK OIL & GAS
CORP. 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
UNAUDITED

|                                                        | For the Six Months Ended June 30,
|------------------------------------------------------- | ---------------------------------
|
|                                                        |                                  
|Reconciliation of net loss to net cash provided         |                                  
|by operating activities:                                |                                  
|Net loss                                                |                                  
|Adjustments to reconcile net loss to net cash           |                                  
|provided by operating activities:                       |                                  
|Depletion, depreciation, amortization and               |                                  
|abandonment liability accretion                         |                                  
|Stock based compensation                                |                                  
|Changes in currrent assets and liabilites               |                                  
|Accounts receivable-Trade                               |                                  
|Accounts receivable-Accrued Sales                       |                                  
|Prepaid expenses and other                              |                                  
|Accounts payable                                        |                                  
|                                                        |                                  
|Net cash provided (used) by operating activities        |                                  
|                                                        |                                  
|Cash flows from investing activities                    |                                  
|Oil and gas properties                                  |                                  
|Equipment                                               |                                  
|Restricted investment                                   |                                  
|                                                        |                                  
|Net cash used for investing activities                  |                                  
|                                                        |                                  
|Financing Activity                                      |                                  
|Proceeds from the issuance of shares                    |                                  
|Issuance costs                                          |                                  
|                                                        |                                  
|Net cash provided by financing activities               |                                  
|                                                        |                                  
|Net change in cash and cash equivalents                 |                                  
|                                                        |                                  
|Cash and cash equivalents at beginning of year          |                                  
|                                                        |                                  
|Cash and cash equivalents at end of the period          |                                  
|                                                        |                                  
|Non-cash Items                                          |                                  
|Oil & Gas Property accrual included in Accounts Payable |                                  
|                                                        |                                  
|Asset retirement obligation                             |                                  
|                                                        |                                  

SEE ACCOMPANYING NOTES

4

---

# KODIAK OIL & GAS
CORP. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

# Note 1 
Organization

Description of Operations

Kodiak
Oil and Gas Corp. and subsidiaries (Kodiak or the Company) is a
public company dually listed for trading on the American Stock Exchange (AMEX) and the TSX
Venture Exchange and whose corporate headquarters are located in Denver, Colorado, USA.
The Company is an independent energy company engaged in the exploration, exploitation,
development, acquisition and production of natural gas and crude oil entirely in the
western United States.

The
Company was incorporated (continued) in the Yukon Territory on September 28, 2001.

# Note 2  Basis of
Presentation and Significant Accounting Policies

Basis of Presentation

The
consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiary, Kodiak Oil & Gas (USA) Inc. All significant inter-company balances and
transactions have been eliminated. The majority of the Corporations business is
transacted in US dollars and, accordingly, the financial statements are expressed in US
dollars.The accompanying unaudited consolidated financial statements have been
prepared in accordance with U. S. generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information and
footnotes required by U. S. generally accepted accounting principles for complete
financial statements. In the opinion of management, the consolidated financial statements
contain all adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the Companys results for the periods presented. These
consolidated financial statements should be read in conjunction with the Companys
Annual Report on Form 20F for the fiscal year ended December 31, 2005. Operating
results for the periods presented are not necessarily indicative of the results that may
be expected for the full year.

Certain
amounts in the 2005 unaudited consolidated financial statements have been reclassified to
conform to the 2006 unaudited consolidated financial statement presentation; such
reclassifications had no effect on the 2005 net loss.

Use of Estimates in the
Preparation of Financial Statements

The
preparation of the financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of oil and gas reserves, assets and liabilities and disclosure of contingent
assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the
reporting period. The Company bases its estimates on historical experience and on various
other assumptions it believes to be reasonable under the circumstances. Although actual
results may differ from these estimates under different assumptions or conditions, the
Company believes that its estimates are reasonable.

Cash and Cash Equivalents

Cash
and cash equivalents consist of all highly liquid investments that are readily convertible
to cash and have maturities of three months or less when purchased. The carrying value of
cash and cash equivalents approximates fair value due to the short-term nature of these
instruments.

5

---

Restricted Investment

The
restricted investment balance as of June 30, 2006 is comprised of: (a) $175,000
certificate of deposit to collateralize a surety bond to provide for state bonding
requirements for plugging and abandonment liabilities; and (b) $53,000 certificate of
deposit to collateralize the costs of office improvements that will be released over the
five year term of the lease at $10,600 per year. At December 31, 2005 the balance is
comprised of: (a) $100,000 certificate of deposit to collateralize a surety bond to
provide for state bonding requirements for plugging and abandonment liabilities; and (b)
$53,000 certificate of deposit to collateralize the costs of office improvements that will
be released over the five year term of the lease at $10,600 per year.

Concentration of Credit
Risk

The
Companys cash equivalents and short-term investments are exposed to concentrations
of credit risk. The Company manages and controls this risk by investing these funds with
major financial institutions.

The
Companys receivables are comprised of oil and gas revenue receivables and joint
interest billings receivable. The amounts are due from a limited number of entities.
Therefore, the collectability is dependent upon the general economic conditions of the few
purchasers and joint interest owners. The receivables are not collateralized. However, to
date the Company has had minimal bad debts.

Oil and Gas Producing
Activities

The
Company follows the full cost method of accounting for oil and gas operations whereby all
costs related to the exploration and development of oil and gas properties are initially
capitalized into a single cost center (full cost pool). Such costs include
land acquisition costs, geological and geophysical expenses, carrying charges on
non-producing properties, costs of drilling directly related to acquisition and
exploration activities. Proceeds from property sales are generally credited to the full
cost pool, with no gain or loss recognized, unless such a sale would significantly alter
the relationship between capitalized costs and the proved reserves attributable to theses
costs. A significant alteration would typically involve a sale of 25% or more of the
proved reserves related to a single full costs pool.

Costs
capitalized, together with the costs of production equipment, are depleted and amortized
on the unit-of-production method based on the estimated gross proved reserves as
determined by independent petroleum engineers. The costs of unproved properties are
withheld from the depletion base until such time as they are either developed or
abandoned. When proved reserves are assigned or the property is considered to be impaired,
the cost of the property or the amount of the impairment is added to costs subject to
depletion calculations.

For
depletion and depreciation purposes, relative volumes of oil and gas production and
reserves are converted at the energy equivalent rate of six thousand cubic feet of natural
gas to one barrel of crude oil.

Under
the full costs method of accounting, capitalized oil and gas property costs less
accumulated depletion and net of deferred income taxes may not exceed an amount equal to
the present value, discounted at 10%, of estimated future net revenues from proved oil and
gas reserves plus the cost, or estimated fair value, if lower of unproved properties.
Should capitalized costs exceed this ceiling, an impairment is recognized. The present
value of estimated future net revenues is computed by applying current prices of oil and
gas to estimated future production of proved oil and gas reserves as of period-end, less
estimated future expenditures to be incurred in developing and producing the proved
reserves assuming the continuation of existing economic conditions.

6

---

Other Property and
Equipment

Other
property and equipment such as office furniture and equipment, vehicles, and computer
hardware and software are recorded at cost. Costs of renewals and improvements that
substantially extend the useful lives of the assets are capitalized. Maintenance and
repair costs are expensed when incurred. Depreciation is recorded using the straight-line
method over the estimated useful lives of three years for computer equipment, and five
years for office equipment and vehicles. When other property and equipment is sold or
retired, the capitalized costs and related accumulated depreciation are removed from the
accounts.

Fair Value of Financial
Instruments

The
Companys financial instruments including cash and cash equivalents, accounts
receivable and accounts payable are carried at cost, which approximates fair value due to
the short-term maturity of these instruments.

Stock-Based Compensation

The
Company has historically accounted for stock-based compensation under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation. This statement requires us to record an expense associated with
the fair value of stock-based compensation. We currently use the Black-Scholes option
valuation model to calculate stock based compensation at the date of grant. Option pricing
models require the input of highly subjective assumptions, including the expected price
volatility. Changes in these assumptions can materially affect the fair value estimate.

Asset Retirement
Obligation

The
Company follows SFAS No. 143, Accounting for Asset Retirement Obligations,
which requires that the fair value of a liability for an asset retirement obligation be
recognized in the period in which it was incurred if a reasonable estimate of fair value
could be made. The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. The increase in carrying value of a property
associated with the capitalization of an asset retirement cost is included in proved oil
and gas properties in the consolidated balance sheets. The Company depletes the amount
added to proved oil and gas property costs. The future cash outflows associated with
settling the asset retirement obligations that have been accrued in the accompanying
balance sheets are excluded from the ceiling test calculations. The Company also depletes
the estimated dismantlement and abandonment costs, net of salvage values, associated with
future development activities that have not yet been capitalized as asset retirement
obligations. These costs are also included in the ceiling test calculation. The asset
retirement liability will be allocated to operating expense by using a systematic and
rational method. The Company has recorded a net asset of $135,615, a related liability of
$137,760 (using a 8.5% discount rate and a 2.97% inflation rate). The information below
reconciles the value of the asset retirement obligation for the periods presented.

|                                  | Period ended  
  June 30,    
    2006 | Period ended
December 31,
    2005
|--------------------------------- | -------------------------------------- | ----------------------------------
|                                  |                                        |                                   
|Balance beginning of period       |                                        | $  69,073                         
|Liabilities incurred              |                                        | 65,941                            
|Liabilities settled               |                                        |                                  
|Revisions in estimated cash flows |                                        |                                  
|Accretion expense                 |                                        | 2,746                             
|                                  |                                        |                                   
|Balance end of period             |                                        | $137,760                          
|                                  |                                        |                                   

7

---

Recently
Issued Accounting Pronouncements:

In February 2006, the Financial
Accounting Standards Board (FASB) issued SFAS No. 155, Accounting for Certain
Hybrid Financial Instruments-an amendment of FASB Statements No.133 and 140. SFAS
No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities and SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, and also resolves issues
addressed in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133
to Beneficial Interests in Securitized Financial Assets. SFAS No. 155 was issued to
eliminate the exemption from applying SFAS No.133 to interests in securitized financial
assets so that similar instruments are accounted for in a similar fashion, regardless of
the instruments form. The Company does not believe that its financial position,
results of operations or cash flows will be impacted by SFAS No.155 as the Company does
not currently hold any hybrid financial instruments.

In June 2006, the FASB issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes. The interpretation
clarifies the accounting for uncertainty in income taxes recognized in a companys
financial statements in accordance with Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. Specifically, the pronouncement prescribes a
recognition threshold and a measurement attribute for the financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax return. The
interpretation also provides guidance on the related derecognition, classification,
interest and penalties, accounting for interim periods, disclosure and transition of
uncertain tax positions. The interpretation is effective for fiscal years beginning after
December 15, 2006. The adoption of FIN 48 would not have a material impact on the Companys
consolidated financial position, results of operations or cash flows.

# Note 3  Property
Acquisition

In March 2006, the Company
completed the acquisition of 10,629 gross (9,566 net) acres of mineral leasehold in
Sweetwater County, Wyoming for $6.9 million cash. The acreage is part of the Companys
Vermillion Basin projects.

# Note 4  Common
Stock

On March 8, 2006, the Company issued
19,514,268 common shares in a private placement to a group of accredited investors for
gross proceeds of $39,444,438. The Company paid commissions and expenses of $2,909,298.

# Note 5 
Compensation Plan

Stock-based Compensation
Plan

The Company has a stock-based
compensation plan whereby share purchase options may be granted with an exercise price
equal to the trading value when granted. The total number of share purchase options
outstanding cannot exceed 10% of the total number of shares issued.

For the three and six month periods
ended June 30, 2006, the Company recorded stock-based compensation of $1,069,850 and
$1,121,093, respectively. The Company did not grant any options during the same periods
ended June 30, 2005.

8

---

The following assumptions were used
for the Black-Scholes model:

|                                            | June 30, 2006
|------------------------------------------- | -------------
|                                            |              
|Risk free rates                             |              
|Dividend yield                              |              
|Expected volatility                         |              
|Weighted average expected stock option life |              

|The weighted average fair value at
the date of grant for stock options granted is as follows:
|---------------------------------------------------------------------------------------------
|                                                                                             
|Weighted average fair value per share                                                        
|Total options granted                                                                        
|Total weighted average fair value of options granted                                         

# Note 6  Stock
Options

A summary of the stock options
outstanding is as follows:

|                                         | Number
of Options | Weighted 
 Average  
 Exercise 
  Price
|---------------------------------------- | ----------------- | ---------------------------------------
|                                         |                   |                                        
|Balance outstanding at December 31, 2004 |                   | 3,138,500                              
|Granted                                  |                   | 900,000                                
|Exercised                                |                   | (100,000                               
|                                         |                   |                                        
|Balance outstanding at December 31, 2005 |                   | 3,938,500                              
|Granted                                  |                   | 1,635,000                              
|Exercised                                |                   | (825,000                               
|                                         |                   |                                        
|Balance outstanding at June 30, 2006     |                   | 4,748,500                              
|                                         |                   |                                        
|Options exercisable at June 30, 2006     |                   | 3,362,500                              
|                                         |                   |                                        

9

---

At June 30, 2006, stock options
outstanding are as follows:

|Exercise Price | Number of     
  Shares | Expiry Date
|-------------- | ----------------------- | -----------
|               |                         |            
|$0.13          |                         | 462,000    
|$0.45          |                         | 1,000,000  
|$0.90          |                         | 751,500    
|$1.08          |                         | 900,000    
|$2.09          |                         | 50,000     
|$3.14          |                         | 1,300,000  
|$4.03          |                         | 285,000    
|               |                         |            
|               |                         | 4,748,500  
|               |                         |            

All stock option exercise prices
have been converted to US dollars as of June 30, 2006 based upon the current exchange
rate at June 30, 2006.

# Note 7 
Commitments and Contingencies

The Company leases office facilities
under an operating lease agreement that expires on June 30, 2010. Rent expense was
$48,200, $29,200, and $19,000 in 2005, 2004, and 2003 respectively. The Company has no
other capital leases and no other operating lease commitments.

The following table shows the annual
rentals per year for the life of the lease:

|     
|-----
|2006 
|2007 
|2008 
|2009 
|2010 
|     
|Total
|     

During the year ended December 31,
2004, the Company entered into three one-year employment agreements. Each agreement
includes the issue of 50,000 common shares, of which 25,000 were issued upon commencement
and 25,000 were issued in 2005.

As is customary in the oil and gas
industry, the Company may at times have commitments in place to reserve or earn certain
acreage positions or wells. If the Company does not pay such commitments, the acreage
positions or wells may be lost.

# Note 8 
Differences Between Canadian and United States Accounting Principles

These financial statements have been
prepared in accordance with accounting principles generally accepted in the United States
of America which differ in certain respects with those principles and practices that the
Company

10

---

would have followed had
its financial statements been prepared in
accordance with accounting principles and practices generally accepted in Canada.

The Companys accounting
principles generally accepted in the United States of American differ from accounting
principles generally accepted in Canada as follows:

| | a) |  | Stock-based
Compensation
| | -- |  | ------------------------

| | The
Company grants stock options at exercise prices equal to the fair market value of the
Companys stock at the date of the grant. Under Statement of Financial Accounting
Standards No. 123 the Company had accounted for its employee stock options under the fair
value method. The fair value is determined using an option pricing model that takes into
account the stock price at the grant date, the exercise price, the expected life of the
option, the volatility of the underlying stock and the expected dividends, and the
risk-free interest rate over the expected life of the option.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
a result of the new recommendations of the Canadian Institute of Chartered Accountants
regarding accounting for stock-based compensation, there is no difference between
Canadian GAAP and US GAAP for the three month periods ended June 30, 2006 or 2005.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | Comprehensive
Loss
| | -- |  | ------------------

| | US
GAAP requires disclosure of comprehensive loss which, for the Company is net loss under
US GAAP plus the change in cumulative translation adjustment under US GAAP.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
concept of comprehensive loss does not come into effect until fiscal years beginning on
or after October 1, 2006 for Canadian GAAP. New Accounting Standards Management does not
believe that any recently issued, not yet effective, accounting standards if currently
adopted could have a material effect on the accompanying financial statements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

---

ITEM 2.   MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

# Forward-Looking
Statements

This Quarterly Report includes
certain statements that may be deemed to be forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements included in this Quarterly
Report, other than statements of historical facts, address matters that the Company
reasonably expects, believes or anticipates will or may occur in the future.
Forward-looking statements may relate to, among other things:

| |  |  | the
Company's future financial position, including working capital and anticipated cash flow;
| | - |  | ---------------------------------------------------------------------------------------------

| |  |  | the
risks of the oil and gas industry, such as operational risks in exploring for, developing
and producing crude oil and                           natural gas;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | market
demand;
| | - |  | --------------

| |  |  | risks
and uncertainties involving geology of oil and gas deposits;
| | - |  | ------------------------------------------------------------------

| |  |  | the
uncertainty of reserve estimates and reserves life;
| | - |  | -------------------------------------------------------

| |  |  | the
uncertainty of estimates and projections relating to production, costs and expenses;
| | - |  | ----------------------------------------------------------------------------------------

| |  |  | potential
delays or changes in plans with respect to exploration or development projects or capital
expenditures;
| | - |  | -----------------------------------------------------------------------------------------------------------------

| |  |  | fluctuations
in oil and gas prices, foreign currency exchange rates and interest rates;
| | - |  | ---------------------------------------------------------------------------------------

| |  |  | health,
safety and environmental risks;
| | - |  | ---------------------------------------

| |  |  | uncertainties
as to the availability and cost of financing; and
| | - |  | ---------------------------------------------------------------

| |  |  | the
possibility that government policies or laws may change or governmental approvals may be
delayed or withheld.
| | - |  | -----------------------------------------------------------------------------------------------------------------

Other sections of the Quarterly
Report may include additional factors that could adversely affect our business and
financial performance. Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors emerge from time to time and it is not possible for our
management to predict all risk factors, nor can we assess the impact of all factors on our
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.

Our forward-looking statements
contained in this Quarterly Report are made as of the respective dates set forth in this
Quarterly Report. Such forward-looking statements are based on the beliefs, expectations
and opinions of management as of the date the statements are made. We do not intend to
update these forward-looking statements, except as otherwise required by law. For the
reasons set forth above, investors should not place undue reliance on forward-looking
statements.

12

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# Overall Performance

Kodiak Oil & Gas Corp. is a
public company dually listed on the American Stock and Options Exchange (AMEX) and the TSX
Venture Exchange, trading symbol KOG, and is engaged in the business of
exploration and development of oil and gas properties. The Companys principal focus
is on the exploration and development of oil and gas properties within two producing
basins in the Rocky Mountain Region. The Company is exploring for natural gas in the Green
River Basin in southwestern Wyoming and oil in the Williston Basin in Montana and North
Dakota.

Exploratory Activity

Williston Basin-Grizzly Prospect

The Grizzly prospect is part of the
Middle Bakken horizontal oil play that has been developed from Richland County, Montana
into McKenzie County, North Dakota. The Companys initial test well, the Kodiak
Grizzly 13-6H, (62.5% working interest  Kodiak operated), has been drilled to a
vertical depth of 10,500 feet with dual-laterals for total measured depth of 19,397 feet.
The well was put on production July 22 and produced 820 gross (423 net) barrels of oil
through July 31, 2006. The well was placed on production flowing naturally without
stimulation or artificial lift. Reservoir engineering is currently being completed and
pumping facilities are being installed. We intend to complete fracture stimulation
procedures at a later date. Kodiaks share of the drilling and completion costs to
date is $3 million. Approximately two miles to the west, the Company is drilling the
Kodiak Federal #4-11H well at an approximate depth of 11,200 feet (Total Measured Depth
TMD), with a projected TMD of 26,500 feet based upon a tri-lateral well.
Kodiaks share (62.5% working interest  Kodiak operated) of the costs for
drilling and completion is estimated to be $2.5 million.

Williston Basin-Wrangler/Lowell
Prospect

The Company has completed a
20-square-mile 3-D seismic shoot over its Wrangler/Lowell prospect (50% WI Kodiak
operated) in Sheridan County, Montana. The seismic program was completed immediately to
the west of the Companys four producing Mission Canyon Formation wells. The seismic
data will be processed and evaluated. Kodiak has permitted two development locations in
an attempt to further delineate its current Field with development drilling scheduled for
late 2006. The Companys share of the seismic program was $450,000 and its share of
two development wells is expected to be $1million.

Williston Basin-Great Bear
Prospect

The Great Bear prospect is located
in Divide County, North Dakota. The Company participated in the drilling of two wells in
late 2005 and early 2006. The Pederson well (43.75% working interest-Kodiak operated) was
drilled to a vertical depth of 10,500 feet and horizontally for 3,800 feet to evaluate
the oil potential of the Red River C Formation. Initial production testing of the well
resulted in 100% water. The liner in the lateral portion of the well was pulled and a
cement plug was set approximately 300 feet into the lateral well bore. The well swabbed
at an approximate rate of 300 barrels of fluid per day with up to 13% oil cut. By putting
the well on pump we can further determine the amount of fluids that can be produced on a
regular basis and determine the volume of oil production prior to additional drilling.
Production facilities have been installed and we are waiting on electricity to run the
pumping unit. Production operations should commence in August.

Green River Basin  Vermillion
Basin Deep-Gas Prospect

Permitting procedures are in process
for several wells on Kodiaks Vermillion Basin acreage in Sweetwater County,
Wyoming. Kodiak currently controls 49,427 gross acres (29,767 net), giving it the
potential for nearly 750 locations based upon a 40-acre spacing pattern. Currently these
wells cost $4.5-5.0 MM per well for drilling and completion.

The North Trail-State #4-36
(approximate 48% WI  Kodiak operated) is a proposed 14,625 foot test of the Baxter
Shale and Frontier and Dakota sandstones. The nearest third-party production from the
targeted Formations is approximately three miles southwest of the proposed location. The
Trail #31 well was placed on

13

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production in June 2006 with an
initial flow rate of 3.8 MMcf per day. Drilling operations on the North Trail-State #4-36
is expected to commence during the fall of 2006.

Kodiak is permitting four wells in
its Horseshoe Basin Unit to test the Baxter Shale and Frontier and Dakota sandstones. The
nearest third-party production from the targeted Formations is located approximately six
miles east in the Canyon Creek and Whiskey Canyon Units. The HB Unit #5-3 (approximate
40% WI  Kodiak operated) well will be drilled to a total depth of 13,750 feet.
Pipeline right-of-way is in process and it is anticipated that drilling will commence in
late fall 2006.

Approximately six miles northwest of
the North Trail #4-36 and 15 miles northeast of the Horseshoe Basin Unit, Kodiak has
permitted the #1-8 CR Unit (approx. 45% WI  Kodiak operated) well in its Chicken
Ranch Unit. The proposed total depth is 14,800 feet to test the productive potential of
the Baxter Shale and Frontier and Dakota sandstones. The Company estimates that the well
will spud in early 2007, subject to BLM lease stipulations.

Green River Basin  Vermillion
Basin Shallow-Gas Prospect

The Company intends to participate
in three Almond test wells (approximate depth of 6,000 feet) on its Chicken Springs
Prospect (50% WI; non-operator) in Sweetwater County, Wyoming. The locations will be
drilled vertically to test the natural gas potential of the Almond sands. The wells are
direct offsets to the Companys three producing wells in the field. The Companys
share of the drilling and completion costs is estimated at $1.3 million In addition,
Kodiak recently participated for its working interest in fracture stimulation work on the
#2-31H well. This horizontal well was drilled in late 2005 and tested the natural gas
potential of the Almond coals. The frac fluid is currently being flowed back and
production information is not available at this time.

# Product Prices and
Production

Our results of operations and
financial condition are significantly affected by oil and natural gas commodity prices,
which can fluctuate dramatically. The commodity prices are beyond the companys
control and are difficult to predict. Oil and gas volume and price realization comparisons
for the indicated periods are set forth below. The Company does not hedge any of its
production.

|Six Months Ended June 30,
|-------------------------
|                         
|
|                         
|
|                         
|Gas (Mcf)                
|Oil (Bbls)               

|Three Months Ended June 30,
|---------------------------
|                           
|
|                           
|
|                           
|Gas (Mcf)                  
|Oil (Bbls)                 

# Exploration and
Development Costs

We have continued to see a cost
escalation in rig rates, field service costs, material prices, and all costs associated
with drilling, completing and operating wells. The prices received for domestic production
of oil and gas have increased significantly during the past several years, and are
continuing to increase in response to global political issues and domestic
shortages.  As a result, the cost of the services we need to drill, complete and
operate wells have also increased

14

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and in some cases
shortages have developed.  For example, there
are an inadequate number of drilling rigs in the west to satisfy the drilling needs of
exploration companies such as Kodiak.  We believe that the trend toward increasing
costs and equipment shortages are likely to continue in the near future. Although we have
a formal process for establishing a drilling budget, we continue to adjust this budget as
additional opportunities arise or as the economics of our planned activities change.

# Results of Operations

Six Months Ended June 30, 2006
Compared to Six Months Ended June 30, 2005

The Company reported a net loss for
the six months ended June 30, 2006 of $1,013,624 compared with a net loss of $815,959 for
the same period in 2005. Gas production volumes were 94,139 Mcf for the six month period
ended June 30, 2006, compared to 5,877 Mcf for the six month period ending June 30, 2005.
Oil production volumes were 23,982 barrels for the six month periods ended June 30, 2006,
compared to no oil sales during the same period in 2005. As shown above, total gas price
realizations increased 20.63% to $6.55 per Mcf for the six month period ended June 30,
2006 compared to the same period ending June 30, 2005. Oil price realizations were $56.97
per barrel for the period ended June 30, 2006. The net effect of the pricing and volume
changes resulted in oil and gas revenues of $1,770,678 for the six month periods ended
June 30, 2006 compared to $13,545 for the same period ending June 30, 2005. Income before
depreciation, depletion and amortization, gain on foreign currency exchange, and stock
based compensation charges was $618,516 for the six month periods ended June 30, 2006 as
compared to loss of $630,949 the same period ending June 30, 2005.

The Company recorded lease operating
expense of $349,660 during the six month period ended June 30, 2006, as compared to
$74,347 during the same period in 2005. Production taxes increased from zero for the six
month period ended June 30, 2005 to $53,878 for the six month period ended June 30, 2006.
Depreciation, depletion, amortization and abandonment liability accretion was $879,190
for the six month period ended June 30, 2006 compared to $13,732 for the same period in
2005. The changes in these expenses reflect the Companys growing production base,
number of producing wells and revenues, and the effect of workover expense on two wells
in Wyoming.

The Companys general and
administrative costs of $2,290,435 during the six months ended June 30, 2006 compares to
$601,472 for the same period in 2005. The increase in general and administrative expenses
is a result of the Companys increased staffing requirements, increased salary
expenses and level of activity. The Company currently has ten full time employees and two
part time employees, an increase of six from the same period in 2005. Salary and payroll
expense for the six month period ended June 20, 2006 was $1,736,900 compared to $374,000
for the same period in 2005. Included in the June 30, 2006 general and administrative
expense is a stock based compensation charge of $1,121,093 for options issued to
Officers, Directors and employees in compliance with Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. On April
17, 2006 the Company granted each Director of the Company the option to acquire 100,000
shares within five years at a price of Cdn$3.51 (US$3.14), the market close on April 13,
2006. Additionally the two principal officers of the Company were each granted an option
to acquire 400,000 shares at the same price, of which 100,000 shares vested immediately
and 150,000 shares vest on April 1, 2007 and 2008. On June 28, 2006, the Company granted
one newly appointed director 100,000 options and four employees the option to acquire a
total of 185,000 shares, within five years at an option price of US$4.03. These options
vest over a one to three year period. There was no such charge the previous year. In
addition, the Company began paying independent directors fees during the quarter ended
June 30, 2006 of $5,000 per director and $1,500 for the Audit Committee Chairman for a
total charge of $16,500 for the 2nd quarter. Legal and accounting services for the three
month period ended June 30, 2006 were $210,000 as compared to $37,000

15

---

for the same period ended June 30,
2005. These higher costs are due to the additional costs related to outside accounting
services, the Companys filings with the Securities and Exchange Commission, costs
associated with the application for trading on the AMEX, and costs incurred for year end
reporting to shareholders. The Company commenced trading on the AMEX on June 21, 2006.

Three Months Ended June 30, 2006
Compared to Three Months Ended June 30, 2005

The Company reported a net loss for
the three months ended June 30, 2006 of $1,008,110 compared with a net loss of $488,876
for the same period in 2005. Gas production volumes were 25,760 Mcf for the three month
period ended June 30, 2006 and compared to 5,877 Mcf for the three month period ending
June 30, 2005. Oil production volumes were 10,989 barrels for the three month period
ended June 30, 2006 compared to no oil sales during the same period in 2005. As the oil
and gas price and volume table above shows, total gas price realizations increased 1.84%
to $5.53 per Mcf for the three month period ended June 30, 2006 compared to the same
period ending June 30, 2005. Oil price realizations were $62.72 per barrel for the three
month period ended June 30, 2006. The net effect of the pricing and volume changes
resulted in oil and gas revenues of $862,099 for the three month periods ended June 30,
2006 compared to $13,545 for the same period ending June 30, 2005. Income before
depreciation, depletion and amortization, foreign currency exchange, and stock based
compensation charges was $132,738 for the three month periods ended June 30, 2006 as
compared to loss of $351,005 the same period ending June 30, 2005.

The Company recorded lease operating
expense of $236,746 during the three month period ended June 30, 2006, as compared to
$63,633 during the same period in 2005. Production taxes increased from zero for the
three month period ended June 30, 2005 to $49,984 for the three month period ended June
30, 2006. Depreciation, depletion, amortization and abandonment liability accretion was
$377,294 for the three month period ended June 30, 2006 compared to $7,216 for the same
period in 2005. The changes in these expenses reflect the Companys growing
production base, number of producing wells and revenues.

The Companys general and
administrative costs of $1,825,632 during the three months ended June 30, 2006 compares
to $323,594 for the same period in 2005. The increase in general and administrative
expenses is a result of the Companys increased staffing requirements and level of
activity. The Company currently has ten full time employees and two part time employees,
an increase of six from the same period in 2005. Included in the June 30, 2006 general
and administrative expense is a stock based compensation charge of $1,069,850 for options
issued to Officers, Directors and employees in compliance with Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.
On April 17, 2006 the Company granted each Director of the Company the option to acquire
100,000 shares within five years at a price of Cdn$3.51 (US$3.14), the market close of
the at April 13, 2006. Additionally the two principal officers of the Company were each
granted an option to acquire 400,000 shares at the same price of which 100,000 shares
vested immediately and 150,000 shares vest on April 1, 2007 and 2008. On June 28, 2006,
the Company granted one newly appointed director 100,000 options and four employees the
option to acquire a total of 185,000 shares, within five years at an option price of
US$4.03. These options vest over a one to three year period. Legal and accounting
services for the three month period ended June 30, 2006 were $131,832 as compared to
$18,863 for the same period ended June 30, 2005. These higher costs are due to the
additional costs related to outside accounting services, the Companys filings with
the Securities and Exchange Commission, costs associated with the application for trading
on the AMEX, and costs incurred for year end reporting to shareholders. The Company began
trading on the AMEX on June 21, 2006, incurred costs associated with that listing, and
costs incurred for year end reporting to shareholders.

16

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# Liquidity and Capital
Resources

As of June 30, 2006, the Company had
working capital of $24,982,627 with no long term debt. The Company believes that its
current working capital will fund the Companys anticipated exploration and
development drilling program through December 31, 2006.

During the six and three month
periods ended June 30, 2006, the Companys share of exploration and development costs
was $16,208,381 and $4,486,048 respectively. Included in the six month expenditures was
$6.9 million for the acquisition of mineral leaseholds in the Companys Vermillion
Basin projects. As a result of such property acquisitions, the Company has revised its
budgeted capital expenditures to reduce drilling expenditures on lower priority
exploration prospects. Drilling expenditures for the shallow zones in the Vermillion Basin
have been reduced as these zones will be evaluated while drilling the deeper formations in
late 2006 and early 2007. Expenditures for the Red River Formation in the Williston Basin
have also been reduced due to the lack of definitive results from our earlier drilling,
and the lack of rig availability until after year-end. The initial exploratory test is
currently being put on production, as electrical lines are being installed, and the
seismic data is being reevaluated before additional drilling will occur. The drilling rig
that the Company currently controls in the Williston will be released after our third
Bakken well is drilled in late third quarter and will not be available until late 2006 or
early 2007, when we would expect to expand our drilling of the Red River Formation. The
Company believes that this reallocation of capital will provide the Company adequate
capital resources to undertake planned drilling activity on the Vermillion Basin deep gas
play.

Future expenditures will be subject
to drilling rig availability and the results of continued production. The Company
anticipates capital of expenditures of approximately $16 million over the remaining six
months of 2006. The costs will be allocated between the Green River Basin ($10 million)
and the Williston Basin ($6 million). Existing working capital and anticipated cash flow
from operations are expected to be sufficient to fund operations and capital commitments
into early 2007. As of June 30, 2006, the Company had no lines of credit or other bank
financing arrangements. The Company has no defined benefit plan and no obligation for post
retirement employee benefits.

# Financial Instruments
and Other Instruments

As at June 30, 2006 the Company has
cash, accounts payable and accrued liabilities which are carried at approximate fair value
because of the short maturity date of those instruments. Unless otherwise noted, it is
managements opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.

# Critical Accounting
Policies and Estimates

We refer you to the corresponding
section in Part I, Item 5 of our Annual Report on Form 20F for the year ended December 31,
2005.

# Off-Balance Sheet
Arrangements

We do not have any off-balance sheet
financing arrangements at June 30, 2006.

# ITEM 3.   QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

# OIL AND GAS PRICE
FLUCTUATIONS

Our primary market risk is market
changes in oil and natural gas prices.  Prospective revenues from the sale of
products or properties will be impacted by oil and natural gas prices.  A $1.00 per
mcf change in the market price of natural gas will result in approximately a $94,000 change
in our gross gas production revenue. A $1.00 per barrel change in the market price of oil
will result in approximately a $24,000 change in our gross oil production revenue.

The impact on any potential sale of
property cannot be readily determined.

# INTEREST RATE
FLUCTUATIONS

We currently maintain some of our
available cash in redeemable short term investments and our reported
interest income from these short term investments could be adversely affected by any
material changes in US dollar interest rates.  A 1% change in the interest rate would
have approximately a $92,000 impact if all of our cash was invested in interest bearing
notes.

17

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# ITEM 4.   CONTROLS AND
PROCEDURES

The effectiveness of our or any
system of disclosure controls and procedures is subject to certain limitations, including
the exercise of judgment in designing, implementing and evaluating the controls and
procedures, the assumptions used in identifying the likelihood of future events, and the
inability to eliminate misconduct completely. As a result, there can be no assurance that
our disclosure controls and procedures will detect all errors or fraud. By their nature,
our or any system of disclosure controls and procedures can provide only reasonable
assurance regarding managements control objectives.

Under the supervision and with the
participation of our management we evaluated the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, or the Exchange Act) as of June 30, 2006. On
the basis of this review, our management, concluded that our disclosure controls and
procedures are designed, and are effective, to give reasonable assurance that the
information required to be disclosed by us in reports that we file under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the SEC and to ensure that information required to be disclosed in the
reports filed or submitted under the Exchange Act is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, in a manner
that allows timely decisions regarding required disclosure. There were no changes in the
Companys internal controls over financial reporting that occurred in the first
fiscal quarter of 2006 that materially affected or were reasonably likely to materially
affect, its internal control over financial reporting.

# PART II  OTHER
INFORMATION

# ITEM 1.   LEGAL PROCEEDINGS

None.

# ITEM 1A.   RISK FACTORS

Information about material risks
related to the Companys business, financial condition and results of operations for
the three and six months ended June 30, 2006, does not materially differ from that set out
in Risk Factors of the Companys Annual Report on Form 20F for the year
ended December 31, 2005.

# ITEM 2.   UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In March and June 2006, we issued 825,000
common shares to four of our executive officers and directors, pursuant to the exercise of
stock options. The aggregate exercise price of the options was $111,462. The issuance of
the shares was exempt from registration under Section 4(2) of the Securities Act of
1933 because the executive officers and directors have knowledge of all material
information relating to us. Proceeds of the transaction were used for general corporate
purposes.

18

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|Optionee             | Options
Exercised | Exercise
Price | Proceeds | Use of
Proceeds
|-------------------- | ----------------- | -------------- | -------- | ---------------
|                    
|Directors            |                   | 225,000        |          | $       0.13   
|Officers & Directors |                   | 600,000        |          | $       0.13   
|                     |                   |                |          |                
|Totals               |                   | 825,000        |          |                
|                     |                   |                |          |                

# ITEM 3.   DEFAULTS UPON
SENIOR SECURITIES

None.

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

The Companys annual meeting of
stockholders was held on June 21, 2006, for the purpose of electing five directors,
ratifying the appointment of Hein & Associates LLP as the Companys independent
registered public accounting firm (For: 33,670,038, Against: 2,300), and approval of the
Companys Incentive Stock Option Plan (For: 31,875,438, Against: 1,796,900). Each
director was elected by a majority vote. The directors elected and the vote tabulation for
each director is as follows:

|Director                | For | Withheld  
|----------------------- | --- | ----------
|                       
|James E. Catlin         |     | 33,651,738
|Hugh J. Graham          |     | 33,651,738
|Rodney D. Knutson       |     | 33,651,738
|Herrick K. Lidstone, Jr |     | 33,651,738
|Lynn A. Peterson        |     | 33,651,738

ITEM 5.   OTHER INFORMATION

None.

Additional information relating to
the Company is available on SEDAR at www.sedar.com

# ITEM 6.   EXHIBITS

|(a) |  | Exhibits
|--- |  | --------

|31.1 | Certification
of the Chief Executive Officer and Chief Accounting Officer pursuant to §302 of the
Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------

|32.1 | Certification
of the Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section
1350
|---- | ------------------------------------------------------------------------------------------------------------

19

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# SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.

KODIAK OIL & GAS
CORP.(Registrant)

/s/ Lynn A. Peterson 
_______________________________
Lynn A. Peterson 
President

Dated:    August 11, 2006

20

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