SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 5 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 GASCO ENERGY, 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) 483-0044 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired: Filed herewith. (b) Pro forma financial information: Filed herewith. (c) Exhibits: 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) 3.1 Certificate of Amendment to Articles of Incorporation of San Joaquin Resources Inc. (1) 99.1 Press Release dated February 2, 2001 (1) 99.2 Audited Financial Statements of Pannonian Energy, Inc. for the year ended December 31, 1999 (1) 99.3 Unaudited Financial Statements of Pannonian Energy, Inc. for the ten months ended October 31, 2000 (1) 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 (1) 99.5 Audited Financial Statements of Pannonian Energy, Inc. for the year ended December 31, 2000 99.6 Pro Forma Combined Balance Sheet and Income Statement for Pannonian Energy, Inc. and San Joaquin Resources, Inc. as of December 31, 2000 ------------- (1) Filed previously 2 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. GASCO ENERGY, INC. October 22, 2001 By: /s/ W. KING GRANT ------------------------------------------- W. King Grant Chief Financial Officer 3