SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
AMENDMENT NO. 4

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: Marc Bruner, Mark A.
Erickson, Carl Stadelhofer, and Howard O. Sharpe. As of April 6, 2001,
Carmen J. (Tony) Lotito was made a director of the Registrant.

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.

CARMEN J. (TONY) LOTITO, 57, DIRECTOR (MEMBER AND CHAIR OF THE AUDIT
COMMITTEE (DIRECTOR SINCE APRIL 6, 2001), is Vice President, Chief
Financial Officer and a Director of Coriko Corporation, a private business
development company, since 2000, and is a member of Equistar Capital LLC,
an investment banking firm since 2000. He is also a Director of Impact Web
Development, Inc., a software and applications service provider since 1999
(Impact ceased active business operations on or about January 1, 2001, and
is now engaged in a process of asset liquidation). Mr. Lotito received his
B.S. degree in Accounting from University of Southern California, and
joined the firm of Pannell, Kerr Forester & Co. as a senior accountant in
management and audit services for the company's San Diego, California
office. In 1988, he joined ConAgra, Inc., in San Antonio, Texas as a brand
manager, where he developed product lines which grossed $50 million. After
leaving ConAgra and before joining Impact and Coriko, Mr. Lotito was self
employed as a financial consultant.

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 was consummated as of March 30, 2001.

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 became a wholly owned
subsidiary of the Registrant. In the merger, each holder of Pannonian's
common stock received approximately 1.74 shares of the Registrant's common
stock.

Consummation of the merger was subject to a number of customary
conditions, including the approval of the merger by the shareholders of
Pannonian. Pannonian had delivered written proxies from shareholders of
Pannonian holding in excess of a majority of all issued and outstanding
shares of Pannonian common stock, which were 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 changed its name
to "Gasco Energy, Inc." The new CUSIP number for the common stock is
367220 10 0 and the stock now trades under the symbol "GASE" on the OTC
Bulletin Board.

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 as of March 26, 2001, adjusted for the consummation 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(3)<F3> Chairman and Director 3,836,700(4)<F4> 15.92

Mark Erickson President and Director 3,555,640(5)<F5> 14.05

Howard Sharpe Vice President and Secretary 424,140(6)<F6> 1.75

Carl Stadelhofer Director 50,000(4)<F4> 0.21

Timothy Bowes Director 342,850(7)<F7> 1.41

Carmen J. (Tony) Lotito Director 300,000 1.25

Resource Venture Mgt.(3)<F3> 3,836,700 15.92

Officers and Directors as a group 8,509,330(8)<F8> 32.92
(6 persons)
---------------
<FN>
(1)<F1>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.

(2)<F2>The percentages shown are based on 24,050,000 shares, being the
total of the issued and outstanding shares of the Registrant as of
March 26, 2001 and giving effect to the issuance of 14,000,000
shares upon completion of the merger.

(3)<F3>Mr. Bruner's shares are attributed to RVM and the shares of RVM
are attributed to Mr. Bruner. Mr. Bruner is a control person of
RVM.

(4)<F4> Includes 50,000 shares issuable upon exercise of a stock option.

(5)<F5>Includes 1,250,000 shares issuable upon exercise of a stock
option.

(6)<F6>Includes 250,000 shares issuable upon exercise of a stock option.

(7)<F7>Includes 200,000 shares issuable upon exercise of a stock option.

(8)<F8>Includes 1,800,000 shares issuable upon exercise of stock options.

</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: Filed herewith.

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 ten
months ended October 31, 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 October 31, 2000

-----------------
<FN>
(1)<F1> Filed previously
</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.

April 16, 2001 By: /s/ MARK ERICKSON
------------------------------------
Mark Erickson, President