EXHIBIT 99.2

                         AUDITED FINANCIAL STATEMENTS OF
                             PANNONIAN ENERGY, INC.
                      FOR THE YEAR ENDED DECEMBER 31, 1999




                             PANNONIAN ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1999
















                                 C O N T E N T S



Independent Auditors' Report................................................ 3

Consolidated Balance Sheet.................................................. 4

Consolidated Statements of Operations....................................... 6

Consolidated Statements of Stockholders' Equity............................. 7

Consolidated Statements of Cash Flows....................................... 8

Notes to the Consolidated Financial Statements............................. 10












                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Pannonian Energy, Inc.
(A Development Stage Company)
Englewood, CO

We have audited the accompanying consolidated balance sheet of Pannonian Energy,
Inc. (a  development  stage  company)  as of  December  31, 1999 and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the year then ended and from inception on May 21, 1998 through December 31, 1999
and 1998.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Pannonian Energy,
Inc. (a  development  stage  company) as of December 31, 1999 and the results of
their operations and their cash flows for the year then ended and from inception
on May 21, 1998 through  December 31, 1999 and 1998 in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has incurred significant losses
since inception and has had no significant revenues. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



/s/ HJ & ASSOCIATES LLC

HJ & Associates, LLC
Salt Lake City, Utah
December 4, 2000, except for the last two paragraphs
  in Note 8 as to which the date is January 31, 2001.






                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheet




                                     ASSETS

                                                      December 31,
                                                          1999
                                                      ----------
CURRENT ASSETS
                                                   
   Cash                                               $  163,490
   Prepaid expenses                                       37,372
                                                      ----------

     Total Current Assets                                200,862
                                                      ----------

FIXED ASSETS - NET (Notes 1 and 3)                         3,045
                                                      ----------

OTHER ASSETS (Note 6)

   Investment in property                              2,484,919
                                                      ----------

     Total Other Assets                                2,484,919
                                                      ----------

     TOTAL ASSETS                                     $2,688,826
                                                      ==========



                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                        4





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                     Consolidated Balance Sheet (Continued)



                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                    December 31,
                                                                       1999
                                                                    -----------
CURRENT LIABILITIES
                                                                 
   Accounts payable                                                 $   22,369
   Accrued expenses                                                      3,713
   Notes payable - related parties (Note 4)                            240,578
                                                                    -----------

     Total Current Liabilities                                         266,660
                                                                    -----------

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY

   Preferred stock, 5,000,000 shares authorized at
     $0.001 par value, none issued and outstanding                           -
   Common stock, 25,000,000 shares authorized at
     $0.001 par value; 7,925,000 shares issued and outstanding           7,925
   Additional paid-in capital                                        3,157,075
   Deficit accumulated during the development stage                   (742,834)
                                                                    -----------

     Total Stockholders' Equity                                      2,422,166
                                                                    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $2,688,826
                                                                    ===========




                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                        5





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations



                                                                        From Inception on
                                             For the                  May 21, 1998 Through
                                            Year Ended                     DECEMBER 31,
                                           December 31,          ----------------------------
                                               1999                1998               1999
                                           ------------          --------          ----------
                                                                          
SALES                                      $         -           $     -           $       -

COST OF SALES                                        -                 -                   -
                                           ------------          --------          ----------

GROSS MARGIN                                         -                 -                   -
                                           ------------          --------          ----------

OPERATING EXPENSES

   Professional services                       159,350                 -             159,350
   Depreciation and amortization                   537                 -                 537
   General and administrative                  578,266             6,000             584,266
                                           ------------          --------          ----------

     Total Operating Expenses                  738,153             6,000             744,153
                                           ------------          --------          ----------

     Loss from Operations                     (738,153)           (6,000)           (744,153)
                                           ------------          --------          ----------

OTHER INCOME (EXPENSE)

   Other income                                 14,666                 -              14,666
   Interest expense                            (13,347)                -             (13,347)
                                           ------------          --------          ----------

     Total Other Income (Expense)                1,319                 -               1,319
                                           ------------          --------          ----------

NET LOSS                                   $  (736,834)          $(6,000)          $(742,834)
                                           ============          ========          ==========

BASIC LOSS PER SHARE                       $     (0.11)          $ (0.00)
                                           ============          ========

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                          6,731,986                 -
                                           ============          ========


                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                        6





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity



                                                                                                      Deficit
                                                                                                    Accumulated
                                                    COMMON STOCK                 Additional          During the
                                              -------------------------           Paid-in           Development
                                               SHARES            AMOUNT           CAPITAL              STAGE
                                              ---------          ------          ----------          ----------
                                                                                         
Balance, May 21, 1998 (inception)                    -           $   -           $       -           $       -

Net loss for the period from inception on
 May 21, 1998 through December 31, 1998              -               -                   -              (6,000)
                                              ---------          ------          ----------          ----------

Balance, December 31, 1998                           -               -                   -              (6,000)

Common stock issued for services at
  $0.05 per share                             1,000,000           1,000              49,000                  -

Common stock issued for cash at an
 average price of $0.31 per share             4,925,000           4,925           1,510,075                  -

Common stock issued for property at
 $0.60 per share                              1,000,000           1,000             599,000                  -

Common stock issued for debt at $1.00
 per share                                    1,000,000           1,000             999,000                  -

Net loss for the year ended
 December 31, 1999                                   -               -                   -            (736,834)
                                              ---------          ------          ----------          ----------

Balance, December 31, 1999                    7,925,000          $7,925          $3,157,075          $(742,834)
                                              =========          ======          ==========          ==========







                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                        7






                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows





                                                                                          From Inception on
                                                               For the                  May 21, 1998 Through
                                                              Year Ended                     DECEMBER 31,
                                                             December 31,          ------------------------------
                                                                 1999                1998                1999
                                                             ------------          --------          ------------
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                            
Net loss                                                     $  (736,834)          $(6,000)          $  (742,834)
Adjustments to reconcile net loss to net cash
   flows used by operating activities:
     Depreciation and amortization                                   537                 -                   537
     Common stock issued for services                             50,000                 -                50,000
Changes in operating assets and liabilities:
   (Increase) decrease in prepaid expenses                       (37,372)                -               (37,372)
   Increase (decrease) in accounts payable                        16,368             6,000                22,368
   Increase (decrease) in accrued expenses                         3,714                 -                 3,714
                                                             ------------          --------          ------------

     Net Cash Flows (Used) by Operating Activities              (703,587)                -              (703,587)
                                                             ------------          --------          ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                       (3,582)                -                (3,582)
   Payment on investment in property                            (884,919)                -              (884,919)
                                                             ------------          --------          ------------

     Net Cash Flows (Used) by Investing Activities              (888,501)                -              (888,501)
                                                             ------------          --------          ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Payment on notes payable - related parties                    (76,413)                -               (76,413)
   Proceeds from sale of common stock                          1,515,000                 -             1,515,000
   Proceeds from notes payable - related parties                 316,991                 -               316,991
                                                             ------------          --------          ------------

     Net Cash Flows Provided by Financing Activities         $ 1,755,578           $     -           $ 1,755,578
                                                             ------------          --------          ------------




                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                        8



                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)



                                                                                          From Inception on
                                                               For the                  May 21, 1998 Through
                                                              Year Ended                     DECEMBER 31,
                                                             December 31,          ------------------------------
                                                                 1999                1998                1999
                                                             ------------          --------          ------------
                                                                                            
NET INCREASE (DECREASE) IN CASH                              $   163,490           $     -           $   163,490

CASH AT BEGINNING OF YEAR                                             -                  -                    -
                                                             ------------          --------          ------------
CASH AT END OF YEAR                                          $   163,490           $     -           $   163,490
                                                             ============          ========          ============


CASH PAID DURING THE YEAR FOR:

   Interest                                                  $    11,072           $     -           $    11,072
   Income taxes                                              $        -            $     -           $        -

NON-CASH TRANSACTIONS

   Common stock issued for services                          $    50,000           $     -           $    50,000
   Common stock issued for property                          $   600,000           $     -           $   600,000
   Common stock issued for notes payable                     $ 1,000,000           $     -           $ 1,000,000
   Note payable issued for property                          $ 1,000,000           $     -           $ 1,000,000













                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                        9





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999


NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             a. Organization

             The  consolidated  financial  statements  presented  are  those  of
             Pannonian  Energy,  Inc. (the  Company),  Warbonnet  Partners,  LLC
             (Warbonnet), and Pinedale Partners, LLC (Pinedale). The Company was
             incorporated  in the State of  Delaware on May 21, 1998 for any and
             all lawful purposes for which  corporations  may be organized under
             the laws of the State of Delaware.

             Both Warbonnet and Pinedale were organized in the State of Colorado
             on  August 9, 1999 to  engage  in  activities  associated  with the
             exploration and production of oil and gas.

             b.  Accounting Methods

             The Company's  consolidated financial statements are prepared using
             the  accrual  method  of  accounting.  The  Company  has  elected a
             calendar year end.

             Oil and Gas Properties -

             The  full  cost  method  is  used  in  accounting  for  oil and gas
             properties.  Accordingly,  all costs  associated with  acquisition,
             exploration,  and  development  of oil and gas reserves,  including
             directly  related  overhead costs,  are  capitalized.  In addition,
             depreciation  on  property  and  equipment  used  in  oil  and  gas
             exploration  and interest  costs incurred with respect to financing
             oil and gas acquisition, exploration and development activities are
             capitalized   in  accordance   with  full  cost   accounting.   All
             capitalized  costs of  proved  oil and gas  properties  subject  to
             amortization will begin to be amortized once production  commences.
             Investments in unproved  properties and major development  projects
             not subject to amortization are not amortized until proved reserves
             associated with the projects can be determined or until  impairment
             occurs.

             c. Basic Loss Per Share

             The computation of basic loss per share of common stock is based on
             the weighted average number of shares outstanding during the period
             of the financial statements as follows:



                                               For the Year Ended                       For the Period Ended
                                                DECEMBER 31, 1999                         DECEMBER 31, 1998
                                -------------------------------------------  --------------------------------------------
                                     Loss           Shares        Per-Share      Loss           Shares         Per-Share
                                  (NUMERATOR)    (DENOMINATOR)     AMOUNT     (NUMERATOR)     (DENOMINATOR)      AMOUNT
                                -------------  --------------- ------------  -------------   ---------------  -----------

                                                                                              
             Net Loss             $(736,834)      6,731,986      $(0.11)        $(6,000)            -           $(0.00)


             Fully  diluted loss per share is not  presented as any common stock
             equivalents are antidilutive in nature.






                                       10





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999


NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

             d. Provision for Taxes

             No provision  for taxes has been made due to  cumulative  operating
             losses at December 31,  1999.  The Company has net  operating  loss
             carryforwards of approximately  $740,000 which will expire in 2019.
             The net operating losses are the only significant  component of the
             deferred tax asset and liability.  No tax benefit has been reported
             in the financial  statements  and the potential tax benefits of the
             loss carryforwards are offset by a valuation  allowance of the same
             amount.

             e. Cash  and Cash Equivalents

             The Company considers all highly liquid investments with a maturity
             of three months or less when purchased to be cash equivalents.

             f. Fixed Assets

             Fixed  assets are stated at cost.  Depreciation  of fixed assets is
             computed using the  straight-line  method over the estimated useful
             lives of the related assets, primarily five years.

             g.  Principles of Consolidation

             The consolidated  financial  statements  include those of Pannonian
             Energy,  Inc.  (the  Company)  and its  wholly-owned  subsidiaries,
             Warbonnet Partners, LLC and Pinedale Partners, LLC. All significant
             intercompany accounts have been eliminated.

             h. Concentrations of Credit Risk

             CASH

             The  Company  has,  in its bank  account,  funds in  excess  of the
             $100,000 that is federally insured.  In the event of the failure of
             the bank,  the  Company  would  sustain a loss of funds that exceed
             $100,000.

             At December 31, 1999,  the amount of funds in a single account that
             exceeded the federally insured limit was $63,490.

             i. Estimates

             The preparation of consolidated  financial statements in conformity
             with generally accepted  accounting  principles requires management
             to make estimates and assumptions  that affect the reported amounts
             of assets and liabilities  and disclosure of contingent  assets and
             liabilities  at  the  date  of the  financial  statements  and  the
             reported  amounts of revenues  and  expenses  during the  reporting
             period. Actual results could differ from those estimates.





                                       11





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

             j. Revenue Recognition

             The  Company   currently   has  no  source  of  revenues.   Revenue
             recognition  policies will be determined when principal  operations
             begin.

NOTE 2 -     GOING CONCERN

             The Company's  consolidated financial statements are prepared using
             generally  accepted  accounting  principles  applicable  to a going
             concern  which   contemplates   the   realization   of  assets  and
             liquidation  of  liabilities  in the  normal  course  of  business.
             However,  the  Company  does  not  have  significant  cash or other
             material assets, nor does it have an established source of revenues
             sufficient to cover its operating costs and to allow it to continue
             as a going  concern.  It is the intent of the  Company to  generate
             cash flow through equity financing and an industry partner.

NOTE 3 -     FIXED ASSETS



             Fixed assets consisted of the following:                1999
                                                                    -------
                                                                 
             Office equipment                                       $3,582
             Accumulated depreciation                                 (537)
                                                                    -------
                                                                    $3,045
                                                                    =======



             Total depreciation expense for the year ended December 31, 1999 was
             $537.

NOTE 4 -     NOTES PAYABLE - RELATED PARTIES

             Notes payable consisted of the following:


                                                                             1999
             Notes Payable - Related Parties
                                                                           
             Note payable to an officer, unsecured, at 6.5% per annum,
                payable on demand.                                            $   34,096

             Note payable to a shareholder, unsecured, at 6.5% per
                annum, due on December 31, 2000.                                 206,482
                                                                              -----------

                Total Notes Payable - Related Parties                            240,578

                Less current portion                                            (240,578)
                                                                              -----------

                Long-term notes payable - related parties                              -
                                                                              ===========





             Principal maturities are as follows:

                  2000                                   $240,578
                  2001                                         -
                  2002 and thereafter                          -
                                                         --------
                                                         $240,578
                                                         ========




                                       12





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999


NOTE 5 -     COMMITMENTS AND CONTINGENCIES

             OPERATING LEASE COMMITMENT

             The Company is leasing its office space on a month-to-month  basis.
             Rent expense for the year ended December 31, 1999 was $45,216.

NOTE 6 -     OTHER ASSETS

             On February 15, 1999,  Pannonian Energy Inc. entered into an Option
             and  Purchase  Agreement  with  Retamco  Operating   Company.   The
             Agreement,  in return for $1,000,000  cash and 1,000,000  shares of
             common stock  consideration  (the shares were valued at the present
             value,  discounted  at 10%,  of the  rights  acquired  based  on an
             independent  study  less the  $1,000,000  paid in cash or $0.60 per
             share),  entitled  Pannonian  Energy to a 100% working interest and
             80% net  revenue  interest  in two (2)  federal  oil and gas leases
             (approximately  2,140 gross acres)  within the  Riverbend  Prospect
             located in Uintah County, Utah. Additionally, Pannonian was granted
             an  option  for up to five (5)  years  to  purchase  an  additional
             200,000+  acres of oil and gas leases  located in Utah and Colorado
             at a  pre-determined  price  of $100 per net  acre in  25,000  acre
             blocks to be selected and  acquired by  Pannonian  per an agreed to
             schedule.  The option  would  remain in effect as long as Pannonian
             paid annual  lease  rentals  ($1.00 to $1.50 per acre) and acquired
             additional  leasehold  per the agreed to schedule that required the
             first acreage  acquisition  to occur by November 15, 1999 and to be
             tested every  February 12 and November 15  thereafter  until all of
             the  leasehold  was  acquired  or the option was allowed to expire.
             Marc Bruner paid  Retamco  $1,000,000  on behalf of  Pannonian  and
             entered into a Note with Pannonian  entitling Marc Bruner the right
             to  repayment  plus  interest or the right to convert the Note into
             1,000,000   common   shares  of   Pannonian   energy  Inc.   Bruner
             concurrently  converted the note into  1,000,000  Pannonian  common
             shares.

             On March 11, 1999,  Pannonian  Energy Inc.  entered into an amended
             Agreement  that was  modified  on April 30,  1999.  This  agreement
             entitled  Pannonian to select an additional 35,000 net acres during
             the next twenty-four (24) months, in return for 1,750,000 shares of
             common  stock  valued  at $2.00 per  share  (the same  price as the
             on-going  private  placement  under which 725,000 units were sold).
             All  other  acreage   acquisitions   required  under  the  previous
             agreement were suspended during this twenty-four (24) month period.
             Concurrent  with this  transaction,  March  Bruner  purchased  from
             Retamco,  its 1,000,000  common  shares  granted under the original
             Agreement. The terms and conditions of Marc Bruner's acquisition of
             these 1,000,000 common shares are not known by Pannonian.

             On February 1, 2000, and effective December 31, 1999, Pannonian and
             Retamco entered into a new "Umbrella Agreement" that terminated the
             original  and  all  amended,  modified,  and  restated  option  and
             purchase  agreements.  Under the new final  terms of this  Umbrella
             Agreement, Pannonian relinquished its option to purchase additional
             lands from  Retamco  and  assigned  to Retamco  100% of its working
             interest in six (6) recently acquired leases,  approximately  2,900
             gross acres.  Retamco released  Pannonian (after February 29, 2000)
             from the  requirement  to pay 90% to 95% of Retamco's  lease rental
             payments  and  Retamco  returned  the  1,750,000  common  Pannonian
             shares.  Retamco  assigned  100%  of its  working  interest  in the
             original 2,140 Riverbend  Prospect acres and 100% working  interest
             in approximately 320 gross acres of a recently  acquired  Riverbend
             lease  and  a  50%   working  in  seven  (7)   prospects   covering
             approximately 14,597 gross acres located in Utah and Colorado.


                                       13





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999


NOTE 6 -     OTHER ASSETS (Continued)

             During  the term of the  Agreement,  Pannonian  paid  approximately
             $333,365.72 for lease rentals through December 31, 1999 and $532.00
             for lease rentals through February 29, 2000.

             Subsequently,  Sproule and  Associates,  an  independent  appraisal
             company,  completed a Pannonian Reserve Report assigning net proven
             reserves  of 2246.4  MMcf  natural  gas and 6,600  Bbls oil per SEC
             guidelines to six (6) potential  locations covering 360 gross acres
             on  three  (3) of the  seven  prospects.  The  net  present  value,
             discounted at ten percent (10%) of these proven  reserves using oil
             and gas  prices  at an  effective  date  of  December  31,  1999 is
             $1,694,300.  Sproule  assigned  no  proven  reserve  value  to  the
             remaining Pannonian leasehold acreage;  however,  such acreage does
             have significant leasehold value.

NOTE 7 -     COMMON STOCK AND DILUTIVE INSTRUMENTS

             In  February  1999,  the  Company   completed  an  initial  private
             placement  by  issuing  4,200,000  shares  of its  common  stock in
             exchange  for cash of $210,000 or $0.05 per share.  In  conjunction
             with the stock  offering,  each share of common stock had a warrant
             attached exercisable at $1.00 per share.

             In June through  August 1999,  the Company  completed an additional
             private placement by selling 725,000 shares of its common stock for
             cash of $1,305,000 or $1.80 per share.  The costs  associated  with
             this  offering  were  negligible.  In  conjunction  with the  stock
             offering,  each  share  of  common  stock  had a  warrant  attached
             exercisable at $2.00 per share.

             The following is a schedule of outstanding  warrants as of December
             31, 1999:



                     Date of                 Expiration            Exercise           Warrants            Warrants
                     ISSUE                    DATE                 PRICE              ISSUED             OUTSTANDING
              --------------------------  ------------------  ------------------  -----------------  ------------------

                                                                                               
              February 1999               February 2001                     1.00          4,200,000           4,200,000
              June 1999                   June 2001                         2.00            125,000             125,000
              July 1999                   July 2001                         2.00            250,000             250,000
              August 1999                 August 2001                       2.00            350,000             350,000
                                                                                          ---------           ---------

                                                                                          4,925,000           4,925,000
                                                                                          =========           =========



             Each  warrant was issued at an exercise  price above the cash price
             of the stock on the date of issuance.





                                       14





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999


NOTE 8 -     SUBSEQUENT EVENTS

             On January 18, 2000, the Company  organized another entity known as
             Pannonian International, Ltd. (Pannonian).  Pannonian was organized
             in the State of  Colorado to hold  international  assets in Germany
             and Romania.

             On May 1,  2000,  the  Company  entered  a Farmout  Agreement  with
             Medallion  Exploration  for two  blocks  of land  containing  three
             federal oil and gas leases in Uinta County,  Utah. The Company paid
             $50,000 for a 75%  interest  in the leases and the initial  well is
             expected to be drilled by March 1, 2001.

             On September 12, 2000, the Company entered into a Farmout Agreement
             with Shenandoah  Operating Company,  LLC (SOC) and Pendragon Energy
             Partners (PEP). SOC and PEP own certain undivided working interests
             in several oil and gas leases located on approximately 25,000 acres
             in Uinta County, Utah. The Company has agreed to earn a 75% working
             interest in these leases by exploring  for oil and gas. The Company
             agreed to commence,  or cause to be commenced,  the actual drilling
             of a test well  located on these lands on or before March 31, 2001.
             If the Company  fails to commence or cause to be  commenced  actual
             drilling  operations of the test well prior to March 31, 2001,  the
             Company  agrees  to  pay  SOL  and  PEP a  total  of  $250,000  for
             non-performance.  Payment of the non-performance penalty grants the
             Company another six months to commence drilling of the test well.

             In February 2000, the Company  entered into agreements with Belport
             Oil and Gas  (Belport)  by acquiring a 75% interest in 12 wellbores
             plus approximately  5,000 acres of coalbed methane lease rights. In
             exchange  for the  interest  in the rights,  the Company  assumed a
             $225,000  mortgage  note on the  properties  and  issued  a note to
             Belport in the amount of  $481,917.  The  President  of the Company
             (Erickson)  agreed  to  assume  the above  obligations  should  the
             Company fail to be able to perform. Subsequent to this agreement, a
             joint venture  including the Company,  Belport,  Erickson and other
             unrelated  parties  have  acquired  approximately  25,000  acres of
             additional  lease  rights and are in the process of  releasing  the
             Company from its mortgage and note obligation mentioned above.

             During 2000, the Company borrowed $635,524 from related parties and
             paid  back  $258,410  of the  principal  balance  during  the year.
             Interest is due at rates  ranging  from 5% to 12%. The Company also
             borrowed  $100,000 from unrelated parties during 2000 with interest
             at 12%.

             On December  18,  2000,  the Company  entered  into an  Acquisition
             Agreement with Phillips Petroleum Company (Phillips). Phillips paid
             the Company $1,000,000 for the exclusive right to earn an undivided
             80% interest in the existing leases and contracts (limited in depth
             from the  base of the  Wasatch  Formation  to all  depths  on lands
             subject to the existing  Pannonian  leases,  Medallion  Farmout and
             proposed Yates and Inland  Resources  Farmout in Townships 9 and 10
             South,  Ranges  19E)  entered  into  with  Medallion   Exploration,
             Shenandoah  Operating Company and Pendragon Energy Partners and two
             additional proposed farmout agreements.



                                       15





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999


NOTE 8 -     SUBSEQUENT EVENTS (Continued)

             On January 31, 2001, the Company entered into an Agreement and Plan
             or  Reorganization  whereby the Company would become a wholly-owned
             subsidiary of San Joaquin Resources,  Inc. (SJRI). The shareholders
             of Pannonian Energy, Inc. (Pannonian) will receive 1.7414 shares of
             SJRI for each share of Pannonian's common stock. In addition,  each
             Pannonian  $1.00 warrant holder will receive the equivalent of 0.01
             shares of Pannonian common stock and each $2.00 warrant holder will
             receive the  equivalent  of 0.10 shares of Pannonian  common stock.
             These Pannonian  shares will also be converted to SJRI stock at the
             same conversion equivalent.  In addition, SJRI will change its name
             to Gasco Energy,  Inc. In  conjunction  with the merger,  Pannonian
             must transfer all of its  non-Riverbend  assets and all liabilities
             other than an agreed amount of Riverbend-associated  liabilities to
             one or  more  new  companies  prior  to the  effective  time of the
             merger. Prior to closing the merger, Pannonian will dividend to its
             shareholders  the  shares  of the  new  company(ies)  to  which  it
             transfers its non-Riverbend  assets and liabilities.  This split up
             and dividend action will allow  Pannonian  shareholders to continue
             to  own  interest  in  all  of the  current  Pannonian  assets  and
             liabilities,  and also  obtain  an  ownership  interest  in the San
             Joaquin assets.

                                       16





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                      S.F.A.S. 69 Supplemental Disclosures
                                   (Unaudited)
                                December 31, 1999


S.F.A.S. 69  SUPPLEMENTAL DISCLOSURES

             (1)          Capitalized Costs Relating to
                        Oil and Gas Producing Activities


                                                                          December 31,
                                                                              1999
                                                                          ------------
                                                                        
             Proved oil and gas producing properties and related
                lease and well equipment                                   1,689,610
             Accumulated depreciation and depletion                               -
                                                                           ---------

             Net Capitalized Costs                                         1,689,610
                                                                           =========



             (2)      Costs Incurred in Oil and Gas Property
              Acquisition, Exploration, and Development Activities


                                                          For the Years Ended
                                                              DECEMBER 31,
                                                      -------------------------
                                                         1999              1998
                                                      ----------          -----
                                                                    
             Acquisition of Properties
                Proved                                $       -           $  -
                Unproved                               1,757,914             -
             Exploration Costs                           113,434             -
             Development Costs                                -              -


             The  Company  does not have any  investments  accounted  for by the
             equity method.

             (3)           Results of Operations for
                              Producing Activities


                                                                                  For the Years Ended
                                                                                      DECEMBER 31,
                                                                                    ---------------
                                                                                    1999       1998
                                                                                    ----       ----
                                                                                         
             Sales                                                                  $  -       $  -
             Production costs                                                          -          -
             Depreciation and depletion                                                -          -
                                                                                    ----       ----
             Results of operations for producing activities
                (excluding corporate overhead and interest costs)                   $  -       $  -
                                                                                    ====       ====



                                       17





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                      S.F.A.S. 69 Supplemental Disclosures
                                   (Unaudited)
                                December 31, 1999


S.F.A.S. 69  SUPPLEMENTAL DISCLOSURES (CONTINUED)

             (4)          Reserve Quantity Information


                                                                       Oil              Gas
                                                                       BBL              MCF
                                                                      -----          ---------
             Proved developed and undeveloped reserves:

                                                                               
             Balance, December 31, 1998                                  -                  -

                Acquisition of proved reserves                        6,600          2,246,400

                Production                                               -                  -
                                                                      -----          ---------

             Balance, December 31, 1999                               6,600          2,246,400
                                                                      =====          =========

             Proved developed reserves:

                Beginning of the year ended December 31, 1999             -                  -
                End of the year ended December 31, 1999                    6,600          2,246,400



             During the year ended  December 31,  1999,  the Company had reserve
             studies and estimates prepared on the various  properties  acquired
             and  developed.  The  difficulties  and  uncertainties  involved in
             estimating  proved oil and gas reserves makes  comparisons  between
             companies difficult. Estimation of reserve quantities is subject to
             wide   fluctuations   because  it  is   dependent   on   judgmental
             interpretation of geological and geophysical data.

              (5)       Standardized Measure of Discounted
                        Future Net Cash Flows Relating to
                           Proved Oil and Gas Reserves
                              at December 31, 1999


                                                                                Pannonian
                                                                               Energy, Inc.
                                                                                ---------

                                                                             
              Future cash inflows                                               5,113,005
              Future production and development costs                           1,914,537
              Future net inflows before income taxes                            3,198,468
              Future income tax expense                                         1,177,036
              Future net cash flows                                             2,021,432
              10% annual discount for estimated timing of cash flows            1,070,812
                                                                                ---------

              Standardized measure of discounted future net cash flows            950,620
                                                                                =========



                                       18





                             PANNONIAN ENERGY, INC.
                          (A Development Stage Company)
                      S.F.A.S. 69 Supplemental Disclosures
                                   (Unaudited)
                                December 31, 1999


S.F.A.S. 69  SUPPLEMENTAL DISCLOSURES (CONTINUED)

             The  above  schedules  relating  to  proved  oil and gas  reserves,
             standardized  measure  of  discounted  future  net cash  flows  and
             changes in the standardized  measure of discounted  future net cash
             flows have their foundation in engineering  estimates of future net
             revenues that are derived from proved  reserves and prepared  using
             the prevailing  economic  conditions.  These reserve  estimates are
             made from evaluations conducted by independent geologists,  of such
             properties  and will be  periodically  reviewed  based upon updated
             geological and production  date.  Estimates of proved  reserves are
             inherently imprecise.

             Subsequent  development  and  production of the Company's  reserves
             will  necessitate  revising  the present  estimates.  In  addition,
             information  provided  in the  above  schedules  does  not  provide
             definitive  information as the results of any particular  year but,
             rather,  helps explain and  demonstrate the impact of major factors
             affecting  the   Company's   oil  and  gas  producing   activities.
             Therefore,  the  Company  suggests  that all of the  aforementioned
             factors  concerning  assumptions  and concepts should be taken into
             consideration when reviewing and analyzing this information.











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