SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 29, 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 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
By unanimous written consent to action dated October 29, 2001, the
board of directors of Gasco Energy, Inc. authorized the engagement of
Deloitte & Touche LLP to audit the financial statements for the fiscal
year ended December 31, 2001. In the stock purchase agreement with
First Ecom.com, Inc. ("FECC"), the registrant agreed to engage the same
firm of certified public accountants to audit its financial statements
as audits FECC's financial statements. Deloitte & Touche LLP currently
audits the financial statements of FECC. The registrant did not consult
Deloitte & Touche LLP regarding the application of accounting
principles to a specific completed or contemplated transaction, or the
type of audit opinion that might be rendered on its financial
statements.
Wheeler Wasoff, P.C. had audited the registrant's financial statements
for the fiscal years ended December 31, 1999 and 2000. The reports of
Wheeler Wasoff, P.C. did not contain an adverse opinion or disclaimer
of opinion and was not modified as to audit scope or accounting
principles. Such reports contained an explanatory paragraph relating to
the uncertainty of the registrant's ability to continue as a going
concern. There were no disagreements with Wheeler Wasoff, P.C. on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of Wheeler Wasoff, P.C., would have caused it to make
reference to the subject matter of the disagreement in connection with
its report.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibits:
REGULATION
S-K NUMBER DOCUMENT
16.1 Letter from Wheeler Wasoff, P.C.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
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.
GASCO ENERGY, INC.
November 2, 2001 By: /s/ W. King Grant
------------------------------------------
W. King Grant
Chief Financial Officer
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EXHIBIT 16.1
LETTER FROM WHEELER WASOFF, P.C.
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Gasco Energy, Inc.
Commission File #0-26231
Dear Sir/Madam:
We have read and agree with the comments in Item 4 of Form 8-K of Gasco Energy,
Inc., dated October 29, 2001.
Sincerely
/s/ Wheeler Wasoff, P.C.
Wheeler Wasoff, P.C.
Denver, Colorado
November 2, 2001
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