SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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. Accordingly, the registrant's
former certifying accountant was dismissed. 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. During the registrant's two most recent fiscal years and the
interim period preceding the date of change of accountants, 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.
2
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.
December 18, 2001 By: /s/ W. KING GRANT
-------------------------------------
W. King Grant
Chief Financial Officer
3