SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
AMENDMENT NO. 3

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) JANUARY 31, 2001

SAN JOAQUIN RESOURCES INC.
(Exact name of registrant as specified in its charter)

NEVADA 0-26321 98-0204105
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)

14 INVERNESS DRIVE EAST, BUILDING H, SUITE 236, ENGLEWOOD, COLORADO 80112
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (303) 713-0047

53 STRATFORD PLACE, S.W. CALGARY, ALBERTA T3H 1H7 CANADA
(Former name or former address, if changed since last report)

ITEM 1. CHANGES IN CONTROL OF REGISTRANT

See Item 5. below.

On the strength of the signed merger agreement with Pannonian Energy,
Inc. (see below) and the delivery of proxies to Registrant evidencing
the YES vote of a majority of the issued and outstanding shares of
Pannonian (see below), effective February 1, 2000 Messrs Nick DeMare
and Colin McNeil resigned as Directors of Registrant, and the following
persons were elected as new officers and directors of Registrant. Each
of these persons except Mr. Bowes, who is a continuing director, has
delivered into escrow a signed resignation in the event that the merger
does not close.

MARC BRUNER (51), CHAIRMAN OF THE BOARD OF DIRECTORS AND STRATEGIC
CONSULTANT: Mr. Bruner is founding Chairman of Pannonian (since 1998)
and a private investor. From 1996 to 1999,he was a founding Director
and Chairman of the Board of Ultra Petroleum, a Toronto Stock Exchange
and American Stock Exchange listed natural gas company. Ultra is
focused on tight sand development in the Green River Basin of Wyoming.
Additionally, Mr. Bruner was one of the founders of Pennaco Energy,
Inc. a public company engaged in the development of coalbed methane in
the Powder River Basin of Wyoming, and of RIS Resources International,
a public natural gas company founded in 1996.

MARK A. ERICKSON (41), PRESIDENT AND A DIRECTOR: Mr. Erickson has been
a Director and President of Pannonian since 1999. He was the President
of RIS Resources (USA), a subsidiary of RIS Resources International,
from 1997 to 1998; and one of the founders, a past senior officer and a
director of Pennaco Energy, Inc., from 1998 to 1999. Prior to joining
RIS Resources, Mr. Erickson served as President of Petroleum
Engineering, Inc., a petroleum engineering consulting company. Mr.
Erickson is a Registered Petroleum Engineer with 17 years of
diversified experience in business development, finance, strategic
planning, marketing, project management and petroleum engineering. Mr.
Erickson received his MS in Mineral Economics from Colorado School of
Mines.

J. TIMOTHY BOWES (44), CONTINUING DIRECTOR: Mr. Bowes holds a Bachelor
of Commerce degree and a Masters of Business Administration degree,
both from the University of British Columbia. On October 26, 1999, Mr.
Bowes became the President, Chief Executive Officer, and a director of
Lucre Ventures Ltd., a public petroleum and natural gas company listed
on the Canadian Venture Exchange. Prior to Mr. Bowes' employment with
the Company and Lucre Ventures Ltd., he was primarily engaged as a
self-employed consultant involved in the structuring of mergers and
acquisitions of petroleum and natural gas companies. Prior to starting
his own consulting business, Mr. Bowes was employed by Yorkton
Securities Inc. He began working for Yorkton in October 1994 as a
Senior Analyst for petroleum and natural gas properties. Mr. Bowes held
several positions at Yorkton in which he was responsible for, among
other things, reviewing, structuring and approving all initial public
offerings generated from Yorkton's Calgary Office during the period
from June 1995 to April 1997. From April 1997 to March 1999, Mr.

Bowes was the Vice President Corporate Finance in the Natural Resources
section of the Calgary office of Yorkton Securities (subject to
regulatory approval).

Prior to Mr. Bowes' employment with Yorkton, he was employed as the
Land Manager of Numac Energy Inc., which was created as a result of the
1993 merger of Westcoast Petroleum Ltd. and Numac Oil & Gas Ltd. Prior
to the merger, Mr. Bowes was the Land Manager for Westcoast Petroleum
Ltd.

CARL STADELHOFER, 48, DIRECTOR, is a partner with the law firm of
Rinderknecht Klein & Stadelhofer in Zurich, Switzerland, where he has
practiced law for over five years. He is a French and Swiss citizen;
admitted to the practice of law in Switzerland in 1982. He took his law
degree in 1979 in Switzerland and studied law in the United States at
Harvard Law School and at Georgetown University Law School. His
practice specializes in banking and financing, mergers and
acquisitions, investment funds, and international securities
transactions

HOWARD O. SHARPE, 56, VICE PRESIDENT AND SECRETARY, has been a Director
and officer of Pannonian since 1999. He has significant management
experience in oil and gas development in the United States. Mr. Sharpe
served as a fighter pilot in the U.S. Air Force, retiring in 1991 as a
full Colonel with extensive logistic and organizational skills. Mr.
Sharpe has an advanced degree in management with hands-on experience in
the development of tight natural gas sands, basin-centered natural gas
exploration and production in Wyoming. From 1992 to 1999, Mr. Sharpe
has served as Executive Vice President of Alpine Gas Company, a private
energy company in Denver, Colorado.

A. ROBERT THORUP, 48, IS ASSISTANT SECRETARY. He has been the Assistant
Secretary of Pannonian since 1999. Since 1983, Mr. Thorup has been a
shareholder and director of Ray Quinney & Nebeker PC (law firm) in Salt
Lake City, Utah, where he is the senior partner in the corporate
finance and securities practice group. (Ray Quinney & Nebeker provides
legal services to Pannonian Energy Inc.) Mr. Thorup has served as an
officer or director of several private companies, and was a director of
Crossroads Oil plc, a British public company, for several years.
Currently Mr. Thorup is a director of Utah Medical Association
Financial Services, Inc. is Secretary and a former Trustee of the Wayne
Brown Institute (start up company mentoring), and is Secretary and a
Trustee of the East High School Foundation (a charitable public
education foundation). Mr. Thorup holds a Juris Doctorate from The
George Washington University in 1978, and a Bachelor of Arts from the
University of Utah in 1975.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

See Item 5. below.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

Not applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 5. OTHER EVENTS

On January 31, 2001, the Registrant entered into an Agreement and Plan
of Reorganization (the "Merger Agreement"), under which the Registrant
will acquire Pannonian Energy, Inc., a Delaware corporation
("Pannonian"), in a stock-for-stock transaction. A copy of the Merger
Agreement is attached hereto as Exhibit 2.1.

The Merger Agreement sets forth the terms and conditions of the merger
of a wholly owned subsidiary of the Registrant with and into Pannonian.
Upon consummation of the proposed merger, Pannonian will become a
wholly owned subsidiary of the Registrant. In the merger, each holder
of Pannonian's common stock will have the right to receive
approximately 1.74 shares of the Registrant's common stock.

Consummation of the merger is subject to a number of customary
conditions, including the approval of the merger by the shareholders of
Pannonian. Pannonian has delivered written proxies from shareholders of
Pannonian holding in excess of a majority of all issued and outstanding
shares of Pannonian common stock, which are intended to be voted in
favor of the merger. A copy of the press release announcing this
transaction is included herein as Exhibit 99.1 and is incorporated by
reference into this Item 5.

In connection with the Merger Agreement, the Registrant will change its
name to "Gasco Energy, Inc." effective March 5, 2001.

BUSINESS OF PANNONIAN ENERGY, INC. ("PANNONIAN") Pannonian is privately
owned Delaware corporation headquartered in Denver, Colorado engaged in
the location and development of hydrocarbon prospects, primarily in the
Rocky Mountain area of Utah and Wyoming.

Pannonian has acquired an interest in over 30,000 acres in the Uinta
Basin located in Utah known as the Riverbend Project. These lands
contain up to 90 shallow development well locations in the Wasatch
Formation plus up to an additional 40 Wasatch development locations
recently acquired through a joint venture agreement with Phillips
Petroleum Company. This joint venture agreement calls for Phillips to
drill and complete approximately four to five wells to the deeper
Mesaverde Formation. Pannonian will retain 20% of the interests in
these wells and in the deeper Mesaverde rights. Pannonian will also
retain 20% to 100% interest in up to 200 additional well locations for
the Mesaverde Formation and 75% to 100% interest in the approximately
130 locations within the Wasatch development area.

The Riverbend Project, which will be the only asset of Pannonian at the
time of closing of the merger, is centrally located in the Uinta basin
of northeastern Utah. It is Pannonian's intention to commence drilling
its Riverbend locations starting in the second quarter, assuming
adequate funding can be obtained through the merger and the related
Financing Agreement with Wet Coast Management (See Item 5, below).
Pannonian hopes to drill 10 wells in Riverbend during the next 12
months thereby potentially proving an additional 40 locations for
development drilling in 2002.

A Wasatch well takes approximately ten days to drill to 8,000 feet. The
major costs are in equipping and completing the well due to large
fracture stimulation required. Estimated investment for drilling and
completing a Wasatch well is $500,000.

These lands were obtained through lease acquisitions and farmin
agreements. Should the initial wells required to be drilled by
Phillips, pursuant to the joint venture, prove up the Mesaverde
Formation, then full field development should commence on 80 acre
spacing per well. The joint venture agreement provides for Phillips to
commence the first well by March 1, 2001 with the last to be drilled by
April 1, 2003.

PRINCIPAL SHAREHOLDERS. Except as otherwise noted, the following table
sets forth certain information with respect to beneficial ownership of
the Registrant's shares anticipated as a result of the merger: (a) each
stockholder known to be the beneficial owner of more than five percent,
in the aggregate, of the outstanding Registrant's shares, (b) each
director and executive officer of the Registrant as of the date hereof,
and (c) all executive officers and directors as a group.

NAME POSITION (IF ANY) NUMBER OF SHARES PERCENT OF ALL
OWNED(1)<F1> OUTSTANDING
SHARES(2)<F2>
Marc Bruner(4)<F4> Chairman and Director 3,836,700 16.43

Mark Erickson President and Director <F3>(3)3,305,500 14.16

Howard Sharpe Vice President and Secretary 174,000 0.75

Carl Stadelhofer Director 0 0

Timothy Bowes(5)<F5> Director 1,533,000 6.56

A. Robert Thorup Assistant Secretary 10,000 0.0004

Resource Venture Mgt.(4)<F4> 3,836,700 16.43

Officers and Directors as a group 8,685,200 37.19
(6 persons)
- ----------------------
<FN>

<F1>(1)For Messrs, Bruner, Erickson and Sharpe, the shares shown are based
on their ownership of Pannonian shares and the operation of the merger
agreement resulting in Pannonian shares being exchanged for
approximately 1.74 shares of the Registrant, with warrants being
converted into the right to receive the Registrant's shares at .01 and
.10 Pannonian share equivalents.

<F2>(2)The percentages shown are based on 23,350,000 shares, being the
anticipated total of the issued and outstanding shares of the
Registrant upon completion of the merger.

<F3>(3)Mr. Erickson's shares include 1,000,000 shares of Registrant's common
stock covered by an option issued to Mr. Erickson in January 2001 in
connection with his work to negotiate the merger.

<F4>(4)The shares of Mr. Bruner are attributed to RVM and the shares of RVM
are attributed to Mr. Bruner. Mr. Bruner is a control person of RVM.

<F5>(5)The shares of Mr. Bowes are held of record by his company, Bowesco.
The number of shares was as previously reported by Mr. Bowes in his
Form 3.
</FN>

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS

Not applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of businesses acquired: Filed herewith.

(b) Pro forma financial information: To be filed by amendment.

REGULATION
S-K NUMBER DOCUMENT

2.1 Agreement and Plan of Reorganization dated January 31, 2001 among
San Joaquin Resources Inc., Pannonian Acquisition Corporation, and
Pannonian Energy, Inc. (1)<F1>

3.1 Certificate of Amendment to Articles of Incorporation of San
Joaquin Resources Inc.(1))<F1>

99.1 Press Release dated February 2, 2001 (1))<F1>

99.2 Audited Financial Statements of Pannonian Energy, Inc. for the
year ended December 31, 1999 (1))<F1>

99.3 Unaudited Financial Statements of Pannonian Energy, Inc. for the
nine months ended September 30, 2000

99.4 Pro Forma Combined Balance Sheet and Income Statement for
Pannonian Energy, Inc. and San Joaquin Resources, Inc. as of
December 31, 1999 and September 30, 2000 (2)<F2>

--------------------
<FN>
<F1>(1) Filed previously
<F2>(2) To be filed by amendment
</FN>

ITEM 8. CHANGE IN FISCAL YEAR

Not applicable.

SIGNATURES

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

SAN JOAQUIN RESOURCES INC.

February 23, 2001 By: /s/ MARK ERICKSON
------------------------------------
Mark Erickson, President