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

FORM 6-K

For the month of May, 2006

Commission File Number 000-51635

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F:   ý      Form 40-F:   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes:  o      No:  ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) 82 —          

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

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

(Stated in US Dollars)

The accompanying financial statements for the quarters ended March 31, 2006 and 2005
have not been audited by the Corporation’s auditor.

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PART 1 — FINANCIAL INFORMATION

SEE ACCOMPANYING NOTES

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SEE ACCOMPANYING NOTES

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SEE ACCOMPANYING NOTES

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SEE ACCOMPANYING NOTES

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KODIAK OIL & GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2006

        Kodiak Oil and Gas Corp. and subsidiaries (“Kodiak” or the “Company”) is a public company listed for trading on 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 in the western United States.

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

        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.

        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 and that actual results will not vary significantly from the estimated amounts.

        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.

        The restricted investment balance as of March 31, 2006 and December 31, 2005 is comprised of: (a) $100,000 certificate of deposit to collateralize a surety bond to provide for state bonding requirements for plugging and

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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.

        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.

        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.

        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.

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        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-tern maturity of these instruments.

        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 $67,000, a related liability of $69,073 (using a 8.5% discount rate and a 2.97% inflation rate) and a nil cumulative effect of change in accounting principle on prior years. The information below reconciles the value of the asset retirement obligation for the periods presented.

        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.

        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 $2,895,466.

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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. During the year ended December 31, 2004, the Company granted share purchase options to employees which vest at one-third of the amount granted on each anniversary over a three year period.

For the three month period ended March 31, 2006, the Company recorded stock-based compensation of $51,243. The Company did not grant any options during the same three month period ended March 31, 2005.

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

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A summary of the stock options outstanding is as follows:

        At March 31, 2006, stock options outstanding are as follows:

        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 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:

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        On April 17, 2006, The Company granted 1,300,000 incentive stock options to certain directors and officers. The options were granted under the Company’s Incentive Stock Option Plan and are exercisable at the price of Cdn$3.51 per share for a period of five years from the date of the grant. The option price was determined in accordance with the policies of the TSX Venture Exchange based upon the last closing price of the common stock. Each director of the Company was granted an option to acquire 100,000 shares which will vest immediately. In addition, the two principal officers were each granted an option to acquire 400,000 shares of which 100,000 vest immediately, 150,000 shares vest on April 1, 2007 and 150,000 vest on April 1, 2008.

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Date of this report

      May 12, 2006

        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:

        Kodiak Oil & Gas Corp. is a public company listed on 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.

        As of March 31, 2006 the Company had working capital of $28,916,667 compared to $3,578,994 at December 31, 2005. The $25,337,673 increase was due largely to the Company completing a private placement for net proceeds of $36,548,972 through the issuance of 19,514,268 common shares in a private placement to a group of accredited investors.

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        The following results updates the information filed as of December 31, 2005 and should be read in conjunction with the year end information. During the first quarter of 2006 the Company continued to focus on its two core project areas.

Exploratory Activity

        The Grizzly prospect is part of the Middle Bakken horizontal oil play that stretches from Richland County, Montana into McKenzie County, North Dakota. The Company’s initial test well, the Kodiak Grizzly 13-6H, has been drilled to an approximate vertical depth of 10,600 feet. The drilling program anticipates three lateral legs for total measured depth of approximately 22,000 feet to test the oil-prone Bakken Formation. Approximately two miles to the west, the Company has permitted the Grizzly Federal #4-11H well, which should be drilled immediately following the Kodiak Grizzly #13-6H well. Kodiak’s share of the costs (62.5% working interest and operated by Kodiak) for drilling and completing the two completed wells is estimated to be $4,400,000.

        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) 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. Production facilities are currently being installed. A completion attempt was made on the Neilson #14-12 well (50% working interest) located three miles to the east. The well was swabbed tested at 240 barrels per day of fluid with only a 5% oil cut. The well has been shut-in until the Duperow Formation can be evaluated. The Company’s share of the drilling and completion costs to date in these two wells is $2.6 million.

        The Company has reached an agreement in principal with another party to drill the Kodiak State #4-36 during the third quarter of 2006. The well will be drilled to an approximate depth of 14,500 feet to test the deeper natural gas potential of the Baxter shales, Frontier and Dakota sands. The Company will have an approximate 47% working interest in the well and the 7,440 acres within a pooled area. Approximately 15 miles to the southwest the Company will drill a second well to evaluate the same target formations. The Company expects to spud the second well in the fall of 2006 and anticipates having an approximate 35% working interest. Kodiak’s estimated share of drilling and completion costs for the two wells will be $4.5 million.

        The quarterly financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles and are stated in US Dollars.

        The Company reported net loss for the three months ended March 31, 2006 of $5,515 compared with a net loss of $327,083 for the same quarter in 2005. The net income before depreciation, depletion and amortization and gain on foreign currency exchange was $434,534 as compared to loss of $279,945 in 2005. Oil and gas revenues were $908,578 as the result of the sale of 13,000 bbls of oil and 64,000 Mcf of natural gas at average prices of $54.18 per bbl and $6.96 per Mcf. The Company did not have any oil and gas sales in the three month period ended March 31, 2005.

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        The Company recorded lease operating expense of $112,914 during the quarter ended March 31, 2006, as compared to $10,713 during the same period in 2005. The increase reflects the Company’s additional production and operations. Depreciation, depletion, amortization and abandonment liability accretion was $387,516 for the first three months of 2006 compared to $6,516 for the same period in 2005. The increase is a reflection of the continuing growth in the Company’s operations.

        The Company’s general and administrative costs of $464,803 during the quarter ended March 31, 2006 compares to $277,879 for the same period in 2005. The increase in general and administrative expenses is a direct result of the Company’s increased staffing requirements. The Company currently has ten full time employees, an increase of four from the same period in 2005. Included in the March 31, 2006 general and administrative is a stock based compensation charge of $51,243 for options issued to a Director. The Company did not issue any options for the three month period ended March 31, 2005. Legal and accounting services for the three month period ended March 31, 2006 were $76,527 as compared to $18,557 for the same period ended March 31, 2005. The Company’s higher legal and accounting costs are due to the private placement of equity completed in 2006 and the additional accounting costs related to filing with the Securities and Exchange Commission (SEC).

        As of March 31, 2006, the Company had working capital of $28,916,667 with no long term debt. Current working capital will fund the Company’s anticipated exploration and development drilling program through December 31, 2006.

        During the three month period ended March 31, 2006, the Company’s share of exploration and development costs was $14,420,938 as part of its $30 million capital budget. Future expenditures will be subject to drilling rig availability and the results of production. Existing working capital and anticipated cash flow from operations are expected to be sufficient to fund operations and capital commitments for the next 12 months. As of March 31, 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.

Off-Balance Sheet Arrangements

None

Transactions with Related Parties

None

Proposed Transactions

None

Changes in Accounting Policies

None

        As at March 31, 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.

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        Although product prices are key to the company’s ability to operate profitably and to budget capital expenditures, they are beyond the company’s control and are difficult to predict.

        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 March 31, 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.

Information about material risks related to the Company’s business, financial condition and results of operations for the three months ended March 31, 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

        None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        None.

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

        None.

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        None.

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

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I, James E. Catlin, Chairman, Chief Operating Officer and Director of Kodiak Oil & Gas Corp., certify that:

Date: May 12, 2006

“James E. Catlin”

James E. Catlin, Vice-President, Director

Kodiak Oil & Gas Corp.

I, Lynn A. Peterson, Chief Executive Officer, President and Director of Kodiak Oil & Gas Corp., certify that:

Date: May 12, 2006

“Lynn A. Peterson”

Lynn A. Peterson, Chief Executive Officer, President and Director

Kodiak Oil & Gas Corp.