As filed with the Securities and Exchange Commission on November 15, 2002

Registration No. 333-98759
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------

Post-Effective Amendment No. 1 to

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------
Gasco Energy, Inc.
(Exact name of registrant as specified in its charter)
----------------------------------
Nevada 1311 98-0204105
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
14 Inverness Drive East
Building H, Suite 236
Englewood, CO 80112
(303) 483-0044
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
W. King Grant
Chief Financial Officer
Gasco Energy, Inc.
14 Inverness Drive East
Building H, Suite 236
Englewood, CO 80112
(303) 483-0044
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------------
Copies to:
Michael P. Finch
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002-6760
(713) 758-2222
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this post-effective amendment becomes effective.
If any of the securities registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

===============================================================================
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

================================================================================

Subject to Completion, dated November 15, 2002

PROSPECTUS

16,000,000 Shares

GASCO ENERGY, INC.

Common Stock

This prospectus relates to the offer and sale from time to time of up to an
aggregate of 16,000,000 shares of our common stock for the account of the
stockholders referred to in this prospectus. Our common stock is traded on the
OTC bulletin board under the symbol "GASE.OB." On November 13, 2002, the last
reported sales price for our common stock was $ .95 per share.

The shares covered by this prospectus may be sold at market prices prevailing at
the time of sale or at negotiated prices. We will not receive any of the
proceeds from the sale of the shares covered by this prospectus.

Investing in the shares involves risks. "Risk Factors" begin on page 6.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

The information in this preliminary prospectus is not complete and may
be changed. These securities may not be sold until the post-effective amendment
to the registration statement filed with the Securities and Exchange Commission
is effective. This preliminary prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted.

November __, 2002

TABLE OF CONTENTS

Prospectus Summary..................................2
Risk Factors........................................6
Cautionary Statement About Forward-Looking
Statements.........................................10
Use Of Proceeds....................................12
Price Range of Common Stock and Dividend Policy....12
Selected Consolidated Financial Data...............13
Management's Discussion And Analysis Of
Financial Condition And Results Of
Operations.........................................15
Business And Properties............................21
Management.........................................29
Related Party Transactions.........................38
Principal Stockholders.............................40
Selling Stockholders...............................42
Description Of Capital Stock.......................43
Plan of Distribution...............................46
Legal Matters......................................48
Experts............................................48
Where You Can Find More Information................48
Glossary Of Natural Gas And Oil Terms..............49
Index to Financial Statements.....................F-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus.
Neither we nor the selling stockholders has authorized anyone to provide you
with different information. The selling stockholders are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information contained in this prospectus is accurate as of any
date other than the date on the front cover of this prospectus.

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus, but
does not contain all information that may be important to you. This prospectus
includes specific terms of this offering, information about our business and
financial data. We encourage you to read this prospectus in its entirety before
making an investment decision. We have provided definitions for some of the
natural gas and oil industry terms used in this prospectus in the "Glossary of
Natural Gas and Oil Terms" on page 49 of this prospectus.

Our Business

We are a natural gas and petroleum exploitation and development company
engaged in locating and developing hydrocarbon prospects primarily in the Rocky
Mountain region. Our strategy is to enhance stockholder value by using new
technologies to generate and develop high-potential exploitation prospects in
this area. Our principal business is the acquisition of leasehold interests in
petroleum and natural gas rights, either directly or indirectly, and the
exploitation and development of the properties subject to these leases. We focus
our exploitation activities on locating natural gas and crude petroleum. The
principal markets for these commodities are natural gas transmission pipeline
companies, utilities, refining companies and private industry end-users.

In 2001 we spent $7,395,867, and from January 1, 2002 through September
30, 2002, we spent an additional $29,126,252, including the issuance of
9,500,000 shares of common stock valued at $18,525,000, in identifying and
acquiring petroleum and natural gas leases. As of September 30, 2002, we held
working interests in 215,867 gross acres (109,993 net acres) located in Utah,
Wyoming and California. As of September 30, 2002, we held an interest in 10
gross (3.6 net) producing gas wells and 7 gross (7.0 net) shut-in gas wells
located on these properties. We currently operate 12 wells, of which 5 are
currently producing.

Significant Properties

A summary of each of our most significant properties is set forth
below. Please also read "Business and Properties--Significant Properties" for a
more detailed discussion of these properties.

o Riverbend Project. The Riverbend Project comprises approximately
96,678 gross acres in the Uinta Basin of northeastern Utah, of which
we hold interests in approximately 30,406 net acres as of September
30, 2002. We can earn interests in approximately 18,566 gross acres by
drilling in this project. Our engineering and geologic focus is on
three tight-sand formations in the basin: the Wasatch, Mesaverde and
Mancos formations. In December 2000, we entered into an Area of Mutual
Interest ("AMI") agreement with ConocoPhillips to conduct drilling
operations on 30,000 acres of our Riverbend Project. The AMI agreement
affords ConocoPhillips the right to acquire an 80% interest in all of
our leases and farm-out agreements within the AMI in exchange for the
assignment by ConocoPhillips of two leases in which we previously had
no ownership. ConocoPhillips has subsequently exercised its right to
acquire this acreage in accordance with the terms of the agreement. In
January 2002, we entered into an agreement with Halliburton Energy
Services under which Halliburton has the option to earn a
participation interest proportionate to their investment by funding
the completion of wells in the Wasatch, Mesaverde and Mancos
formations.

o Greater Green River Basin Project. We have entered into an AMI
agreement with Burlington Resources in Sublette County, Wyoming within
the Greater Green River Basin that covers approximately 330,000 acres.
As of September 30, 2002, we had interests in approximately 115,121
gross acres and 76,555 net acres in this area. We, along with
Burlington Resources, have ongoing seismic and exploration activities
in this area and have wells in various stages of completion.

o Southern California Project. As of September 30, 2002, we leased
approximately 3,032 net acres in Kern and San Luis Obispo counties in
Southern California. We have no drilling or development plans for this
area during 2002.

Recent Developments

On May 1, 2002, we acquired an interest in 53,095 gross (47,786 net) acres
in the Greater Green River Basin in Wyoming, the largest single oil and gas
lease acquisition in our history. This acquisition made us a 50/50 participant
in the Greater Green River Basin AMI with Burlington Resources. Additionally, we
estimate that this acquired acreage will provide us with numerous possible
drilling locations. In exchange for the acreage (plus other assets and
consideration), we issued 9,500,000 shares of our common stock to Shama Zoe
Limited Partnership, a private oil and gas company. This transaction was valued
at approximately $18,525,000, based on the closing price of our common stock on
April 23, 2002 of $1.95 per share. The original Property Purchase Agreement
governing this transaction prevented us from issuing additional shares of our
common stock at prices below $1.80 per share and from granting registration
rights in connection with the issuance of shares of our common stock. In
connection with the August 14, 2002 issuance of 6,500,000 shares of our common
stock, as described below, we amended the Property Purchase Agreement to allow
for the issuance of these shares at a price of $1.00 per share and we granted
Shama Zoe an option to sell to us 1,400,000 shares of our stock that it acquired
in the transaction at $1.00 per share at any time prior to December 31, 2002.

On July 16, 2002, we executed and closed a purchase agreement with Brek
Energy Corporation, and certain other of our stockholders, pursuant to which
Brek and the other stockholders purchased from us an undivided 25% of our
working interests in all undeveloped acreage owned by Gasco in exchange for
6,250,000 shares of our common stock and 500 shares of our preferred stock held
by Brek and the other stockholders. The other stockholders assigned their right
to receive their share of such working interests to Brek, so that Brek acquired
title to all of the working interests conveyed by us in the transaction. Brek
also has the option to acquire an additional 5% undivided interest in our
undeveloped acreage by paying a total of $10.5 million in two equal installments
on or before January 1, 2004 and January 1, 2005, respectively. A 2.5% interest
will be conveyed to Brek upon receipt of each installment. Brek must make timely
payment of the first installment in order to maintain the option to acquire the
additional 2.5% interest with the second installment.

Immediately prior to the closing of the transaction, Brek owned 500 shares
of our preferred stock and 4,750,000 shares of our common stock (all of which
shares were transferred to us in the transaction), representing approximately
20.6% of our outstanding equity interests and approximately 37.5% of the voting
power in Gasco. Following the closing of the transaction Brek owns no equity
interest in us. The transaction simplified our capital structure by eliminating
all preferred stock (which was convertible into 4,750,000 common shares) and the
associated preferential voting rights. The transaction was previously estimated
to be valued at $22,000,000 based on an average price of $2.00 per common share
when the letter of intent was signed. The transaction was valued at $16,709,000
based on the average trading price of the Company's common stock when the
transaction was executed. In accordance with Securities and Exchange Commission
Regulation S-X rule 4.10, the transaction was recorded as a reduction to the
Company's unproved properties and a reduction to the Company's additional paid
in capital, preferred stock and common stock.

On August 14, 2002, we issued 6,500,000 shares of our common stock for net
proceeds of approximately $6.0 million in a private offering. We intend to use
the net proceeds from this offering to fund our remaining 2002 capital budget.

Risks Related to Our Strategy

Our natural gas and petroleum exploration activities take place in a
highly competitive and speculative business atmosphere. In seeking suitable
natural gas and petroleum properties for acquisition, we compete with a number
of other companies operating in our areas of interest, including large oil and
gas companies and other independent operators with greater financial resources.
We do not believe that our competitive position in the petroleum and natural gas
industry will be significant.

We anticipate a competitive market for obtaining drilling rigs and
services, and the manpower to run them. The current high level of drilling
activity in our areas of exploration may have a significant adverse impact on
the timing and profitability of our operations. In addition, as discussed under
Risk Factors, we will be required to obtain drilling permits for our wells, and
there is no assurance that such permits will be available timely or at all.

Prospective investors should carefully consider the matters set forth
under the caption "Risk Factors," as well as the other information set forth in
this prospectus. One or more of these matters could negatively affect our
ability to successfully implement our business strategy.

Our Executive Offices

Our principal executive offices are located at 14 Inverness Drive East,
Building H, Suite 236, Englewood, Colorado 80112, and our telephone number is
(303) 483-0044. Our website is located at www.gascoenergy.com. Information
contained in our website is not part of this prospectus.

Summary Consolidated Financial Data

The following table presents a summary of our historical consolidated financial
data derived from our audited consolidated financial statements. The summary
consolidated financial data presented below for the nine month period ended
September 30 , 2002 and 2001 is derived from our unaudited consolidated
financial statements and includes, in the opinion of management, all normal and
recurring adjustments necessary to present fairly the data for such periods. The
results of operations for the nine months ended September 30, 2002 and 2001
should not be regarded as indicative of results for the full year. You should
read the following data in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes included elsewhere in this prospectus.

Nine Months Ended
Years Ended December 31, September 30,
------------------------------------------ ---------------------------
1999 2000 2001 2001 2002
-------------- --------------------------- ------------- ------------
Statement of Operations Data:
Revenues:

Oil and gas................................ $ -- $ -- $ 36,850 $ -- $ 95,543
Gain on sale of permit..................... -- 200,000 -- -- --
Interest................................... -- -- 193,352 137,206 62,362
------------ ----------- ------------- ------------- ------------
Total revenues........................... -- 200,000 230,202 137,206 157,905
------------ ----------- ------------- ------------- ------------

Operating expenses:
General and administrative................. 738,153 951,734 4,331,825 2,412,271 3,936,479
Lease operating............................ -- -- 12,679 -- 76,057
Depletion, depreciation and amortization... -- -- -- 2,848 195,795
Impairment................................. -- -- -- -- 541,125
Interest................................... 13,347 61,776 67,363 67,363 --
------------ ----------- ------------- ------------- ------------
Total operating expenses................. 751,500 1,013,510 4,411,867 2,482,482 4,749,456
------------ ----------- ------------- ------------- ------------
Net loss from operations................. (751,500) (813,510) (4,181,665) (2,345,276) (4,591,551)
------------ ----------- ------------- ------------- ------------

Other income (expense)........................ 14,666 (29,751) 52,206 -- --
------------ ----------- ------------- ------------- ------------

Loss before distribution...................... (736,834) (843,261) (4,129,459) (2,345,276) (4,591,551)
------------ ----------- ------------- ------------- ------------
Series A Convertible Redeemable Preferred
Stock deemed distribution..................... -- -- (11,400,000) (11,400,000) --
------------ ----------- ------------- ------------- ------------
Net loss attributable to common stockholders.. $ (736,834) $ (843,261) $ (15,529,459)$ (13,745,276)$ (4,591,551)
============ =========== ============= ============= ============

Weighted average number of common shares
outstanding:............................
Basic and Diluted.......................... 11,923,093 13,800,595 24,835,144 24,011,625 35,389,349
============ =========== ============= ============= ==========
Net loss per common share:
Basic and Diluted.......................... $ (0.06)$ (0.06) $ (0.63)$ (0.57)$ (0.13)
============ =========== ============= ============= ============

At
At December 31, September 30,
------------------------------ ----------------
2000 2001 2002
------------------------------ ----------------
Balance Sheet Data:

Cash and cash equivalents...................... $ 881,041 $ 12,296,585 $ 5,449,764
Working capital (deficit)...................... (420,370) 11,860,584 3,407,398
Oil and gas properties, at cost, accounted for
using the full cost method of accounting....... 1,991,290 9,152,740 21,569,992
Total assets................................... 3,007,259 21,658,525 26,745,276
Total liabilities.............................. 1,428,354 593,100 2,367,859
Stockholders' equity........................... 1,578,905 21,065,425 22,977,417

RISK FACTORS

Investing in our common stock will provide you with an equity ownership
in Gasco. As one of our stockholders, you will be subject to risks inherent in
our business. The trading price of your shares will be affected by the
performance of our business relative to, among other things, competition, market
conditions and general economic and industry conditions. The value of your
investment may decrease, resulting in a loss. You should carefully consider the
following factors as well as other information contained in this prospectus
before deciding to invest in shares of our common stock.

We have incurred losses since our inception and will continue to incur
losses in the future.

To date our operations have not generated sufficient operating cash
flows to provide working capital for our ongoing overhead, the funding of our
lease acquisitions and the exploration and development of our properties.
Without adequate financing, we may not be able to successfully develop any
prospects that we have or acquire and we may not achieve profitability from
operations in the near future or at all.

During the year ended December 31, 2001, we incurred a loss of
$4,129,459, and during the nine months ended September 30, 2002, we incurred a
loss of $4,591,551. We have an accumulated deficit of $21,707,105 from our
inception through September 30, 2002, including the Series A Convertible
Redeemable Preferred Stock deemed distribution of $11,400,000 as further
described in our accompanying financial statements.

Our common stock does not trade in a mature market and therefore has
limited liquidity.

Our common stock has been trading in the public markets only since
January 2001. Our common stock trades on the over-the-counter market. Holders of
our common stock may not be able to liquidate their investments in a short time
period or at the market prices that currently exist at the time a holder decides
to sell. Because of this limited liquidity, it is unlikely that shares of our
common stock will be accepted by lenders as collateral for loans.

The development of oil and gas properties involves substantial risks
that may result in a total loss of investment.

The business of exploring for and producing oil and gas involves a
substantial risk of investment loss that even a combination of experience,
knowledge and careful evaluation may not be able to overcome. We may drill wells
that are unproductive or, although productive, do not produce oil and/or gas in
economic quantities. Other hazards, such as unusual or unexpected geological
formations, pressures, fires, blowouts, loss of circulation of drilling fluids
or other conditions may substantially delay or prevent completion of any well.
Adverse weather conditions can also hinder drilling operations.

A productive well may become uneconomic in the event water or other
deleterious substances are encountered, which impair or prevent the production
of oil and/or gas from the well. In addition, production from any well may be
unmarketable if it is contaminated with water or other deleterious substances.

We may not be able to obtain adequate financing to continue our
operations.

We have relied in the past primarily on the sale of equity capital and
farm-out and other similar types of transactions to fund working capital and the
acquisition of its prospects and related leases. Failure to generate operating
cash flow or to obtain additional financing could result in substantial dilution
of our property interests, or delay or cause indefinite postponement of further
exploration and development of our prospects with the possible loss of our
properties. For example, we entered into an agreement with ConocoPhillips
Petroleum to conduct drilling operations on approximately 60,000 acres within
the Riverbend project. ConocoPhillips will fund its share of drilling and
completion costs of wells that it drills within that area. This agreement was
subsequently amended to reduce the area that it covers to 30,000 acres. In order
to maximize our interests in any future Riverbend wells drilled by
ConocoPhillips, we must fund our proportionate share of the drilling and
completion costs of such wells. Generally, if we fund our proportionate share of

drilling and completion costs in a well drilled by ConocoPhillips, we will
retain a 14% working interest (which becomes a 10.5% working interest after
payout) in the well drilled by ConocoPhillips and the spacing unit surrounding
the well. If we do not fund our proportionate shares of drilling and completion
costs in a well drilled by ConocoPhillips, our interests will be reduced to a
0.35% overriding interest in the well and spacing unit before payout, which will
convert to a 2.08% working interest after such well reaches payout.

This project and our other projects will require significant new
funding. We have not yet identified specific sources of adequate funding for the
majority of our 2003 budget, and we may be unable to timely secure financing on
terms that are favorable to us or at all. Any future financing through the
issuance of our common stock will likely result in a substantial dilution to our
stockholders.

We may suffer losses or incur liability for events that we or the
operator of a property have chosen not to obtain insurance.

Although management believes the operator of any property in which we
may acquire interests will acquire and maintain appropriate insurance coverage
in accordance with standard industry practice, we may suffer losses from
uninsurable hazards or from hazards, which we or the operator have chosen not to
insure against because of high premium costs or other reasons. We may become
subject to liability for pollution, fire, explosion, blowouts, cratering and oil
spills against which we cannot insure or against which we may elect not to
insure. Such events could result in substantial damage to oil and gas wells,
producing facilities and other property and personal injury. The payment of any
such liabilities may have a material, adverse effect on our financial position.

We may incur losses as a result of title deficiencies in the properties
in which we invest.

If an examination of the title history of a property that we have
purchased reveals a petroleum and natural gas lease that has been purchased in
error from a person who is not the owner of the mineral interest desired, our
interest would be worthless. In such an instance, the amount paid for such
petroleum and natural gas lease or leases would be lost.

It is our practice, in acquiring petroleum and natural gas leases, or
undivided interests in petroleum and natural gas leases, not to undergo the
expense of retaining lawyers to examine the title to the mineral interest to be
placed under lease or already placed under lease. Rather, we will rely upon the
judgment of petroleum and natural gas lease brokers or landmen who perform the
fieldwork in examining records in the appropriate governmental office before
attempting to acquire a lease in a specific mineral interest.

Prior to the drilling of a petroleum and natural gas well, however, it
is the normal practice in the petroleum and natural gas industry for the person
or company acting as the operator of the well to obtain a preliminary title
review of the spacing unit within which the proposed petroleum and natural gas
well is to be drilled to ensure there are no obvious deficiencies in title to
the well. Frequently, as a result of such examinations, certain curative work
must be done to correct deficiencies in the marketability of the title, and such
curative work entails expense. The work might include obtaining affidavits of
heirship or causing an estate to be administered.

The volatility of natural gas and oil prices could have a material
adverse effect on our business.

A sharp decline in the price of natural gas and oil prices would result
in a commensurate reduction in our income from the production of oil and gas. In
the event prices fall substantially, we may not be able to realize a profit from
our production and would continue to operate at a loss. In recent decades, there
have been periods of both worldwide overproduction and underproduction of
hydrocarbons and periods of both increased and relaxed energy conservation
efforts. Such conditions have resulted in periods of excess supply of, and
reduced demand for, crude oil on a worldwide basis and for natural gas on a
domestic basis. These periods have been followed by periods of short supply of,

and increased demand for, crude oil and natural gas. The excess or short supply
of crude oil has placed pressures on process and has resulted in dramatic price
fluctuations even during relatively short periods of seasonal market demand.

Our ability to market the oil and gas that we produce is essential to
our business.

Several factors beyond our control may adversely affect our ability to
market the oil and gas that we discover. These factors include the proximity,
capacity and availability of oil and gas pipelines and processing equipment,
market fluctuations of prices, taxes, royalties, land tenure, allowable
production and environmental protection. The extent of these factors cannot be
accurately predicted, but any one or a combination of these factors may result
in our inability to sell our oil and gas at prices that would result in an
adequate return on our invested capital. For example, we currently distribute
the gas that we produce through a single pipeline. If this pipeline were to
become unavailable, we would incur additional costs to secure a substitute
facility in order to deliver the gas that we produce.

We are subject to environmental regulation that can adversely affect
the timing and cost of our operations.

Our exploration and proposed production activities are subject to
certain federal, state and local laws and regulations relating to environmental
quality and pollution control. These laws and regulations increase the costs of
these activities and may prevent or delay the commencement or continuance of a
given operation. Specifically, we are subject to legislation regarding emissions
into the environment, water discharges, and storage and disposition of hazardous
wastes. In addition, legislation has been enacted which requires well and
facility sites to be abandoned and reclaimed to the satisfaction of state
authorities. However, such laws and regulations have been frequently changed in
the past, and we are unable to predict the ultimate cost of compliance as a
result of future changes.

We are subject to complex governmental regulations which may adversely
affect the cost of our business.

Petroleum and natural gas exploration, development and production are
subject to various types of regulation by local, state and federal agencies. We
may be required to make large expenditures to comply with these regulatory
requirements. Legislation affecting the petroleum and natural gas industry is
under constant review for amendment and expansion. Also, numerous departments
and agencies, both federal and state, are authorized by statute to issue and
have issued rules and regulations binding on the petroleum and natural gas
industry and its individual members, some of which carry substantial penalties
for failure to comply. Any increases in the regulatory burden on the petroleum
and natural gas industry created by new legislation would increase our cost of
doing business and, consequently, adversely affect our profitability. A major
risk inherent in drilling is the need to obtain drilling permits from local
authorities. Delays in obtaining drilling permits, the failure to obtain a
drilling permit for a well or a permit with unreasonable conditions or costs
could have a materially adverse effect on our ability to effectively develop our
properties.

Our competitors may have greater resources which could enable them to
pay a higher price for properties and to better withstand periods of low market
prices for hydrocarbons.

The petroleum and natural gas industry is intensely competitive, and we
compete with other companies which have greater resources. Many of these
companies not only explore for and produce crude petroleum and natural gas but
also carry on refining operations and market petroleum and other products on a
regional, national or worldwide basis. Such companies may be able to pay more
for productive petroleum and natural gas properties and exploratory prospects or
define, evaluate, bid for and purchase a greater number of properties and
prospects than our financial or human resources permit. In addition, such
companies may have a greater ability to continue exploration activities during
periods of low hydrocarbon market prices. Our ability to acquire additional
properties and to discover reserves in the future will be dependent upon our
ability to evaluate and select suitable properties and to consummate
transactions in a highly competitive environment.

We may have difficulty managing growth in our business.

Because of our small size, growth in accordance with our business
plans, if achieved, will place a significant strain on our financial, technical,
operational and management resources. As we expand our activities and increase
the number of projects we are evaluating or in which we participate, there will
be additional demands on our financial, technical and management resources. The
failure to continue to upgrade our technical, administrative, operating and
financial control systems or the occurrence of unexpected expansion
difficulties, including the recruitment and retention of experienced managers,
geoscientists and engineers, could have a material adverse effect on our
business, financial condition and results of operations and our ability to
timely execute our business plan.

Our success depends on our key management personnel, the loss of any of
whom could disrupt our business.

The success of our operations and activities is dependent to a
significant extent on the efforts and abilities of our management. The loss of
services of any of our key managers could have a material adverse effect on our
business. We have not obtained "key man" insurance for any of our management.
Mr. Erickson is the Chief Executive Officer and Mr. Decker is an executive vice
president and Chief Operating Officer of Gasco. The loss of their services may
adversely affect our business and prospects.

It may be difficult to enforce judgments predicated on the federal
securities laws on some of our board members who are not U.S. residents.

Two of our directors reside outside the United States and maintain a
substantial portion of their assets outside the United States. As a result it
may be difficult or impossible to effect service of process within the United
States upon such persons, to bring suit in the United States or to enforce, in
the U.S. courts, any judgment obtained there against such persons predicated
upon any civil liability provisions of the U.S. federal securities laws.

Foreign courts may not entertain original actions against our directors
or officers predicated solely upon U.S. federal securities laws. Furthermore,
judgments predicated upon any civil liability provisions of the U.S. federal
securities laws may not be directly enforceable in foreign countries.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus, contains forward-looking
statements within the meanings of Section 27A of the Securities Exchange Act of
1934. These statements express, or are based on, our expectations about future
events. These include such matters as:

o financial position;

o business strategy;

o budgets;

o amount, nature and timing of capital expenditures;

o drilling of wells;

o acquisition and development of oil and gas properties;

o timing and amount of future production of natural gas and oil;

o operating costs and other expenses; and

o cash flow and anticipated liquidity.

There are many factors that could cause these forward-looking
statements to be incorrect including, but not limited to, the risks described
under "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." These factors include, among others:

o our ability to generate sufficient cash flow to operate;

o the lack of liquidity of our common stock;

o the risks associated with exploration;

o natural gas and oil price volatility;

o uncertainties in the projection of future rates of production and
timing of development expenditures;

o operating hazards attendant to the natural gas and oil business;

o downhole drilling and completion risks that are generally not
recoverable from third parties or insurance;

o potential mechanical failure or under-performance of significant
wells;

o climatic conditions;

o availability and cost of material and equipment;

o delays in anticipated start-up dates;

o actions or inactions of third-party operators of our properties;

o our ability to find and retain skilled personnel;

o availability of capital;

o the strength and financial resources of our competitors;

o regulatory developments;

o environmental risks; and

o general economic conditions.

Any of the factors listed above and other factors contained in this
prospectus could cause our actual results to differ materially from the results
implied by these or any other forward-looking statements made by us or on our
behalf. We cannot assure you that our future results will meet our expectations.
You should pay particular attention to the risk factors and cautionary
statements described under "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

When you consider these forward-looking statements, you should keep in
mind these risk factors and the other cautionary statements in this prospectus.
Our forward-looking statements speak only as of the date made.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders. See "Selling Stockholders."

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock commenced trading on the OTC bulletin board on March 30, 2001,
under the symbol GASE.OB. The following table sets forth the high and low sales
prices per share of our common stock, as reported on the OTC bulletin board for
the periods indicated.

High Low
2001
First Quarter $4.00 $0.03
Second Quarter 3.95 2.20
Third Quarter 3.20 1.10
Fourth Quarter 2.80 1.30

2002
First Quarter 2.21 1.63
Second Quarter 2.35 1.59
Third Quarter 1.75 0.68

Fourth Quarter (through November 13, 2002) 1.15 0.53

We have never declared or paid any cash dividends on our common stock.
We currently intend to retain future earnings and other cash resources, if any,
for the operation and development of our business and do not anticipate paying
any cash dividends on our common stock in the foreseeable future. Payment of any
future dividends will be at the discretion of our board of directors after
taking into account many factors, including our financial condition, operating
results, current and anticipated cash needs and plans for expansion. Please read
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." Any future dividends may also be
restricted by any loan agreements which we may enter into from time to time.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth some of our historical consolidated
financial data. You should read the following data with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our
consolidated financial statements and the related notes included elsewhere in
this prospectus. We derived the Statement of Operations data for the one-year
period ended December 31, 2001 and the balance sheet data as of December 31,
2001 from our Consolidated Financial Statements, which have been audited by
Deloitte & Touche LLP, independent auditors, and are included in this
Prospectus. We derived the statement of operations data for the one-year period
ended December 31, 2000 and the balance sheet data as of December 31, 2000 from
our consolidated financial statements, which have been audited by Wheeler
Wasoff, P.C., independent auditors, and are included in this prospectus. We
derived the statement of operations data for the year ended December 31, 1999
and the period from our inception on May 21, 1998 through December 31, 1999 and
the balance sheet data as of December 31, 1998 and 1999 from our consolidated
financial statements which have been audited by HJ & Associates, LLC,
independent accountants. The following financial information should be read in
conjunction with "Capitalization," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements. In
the opinion of our management, the unaudited financial information includes all
adjustments, consisting of only normal recurring adjustments, considered
necessary for a fair presentation of that information. Our results of operations
for the nine-month period ended September 30, 2002 are not necessarily
indicative of the results that we may achieve for the entire year.

Years Ended December 31, Nine Months Ended September 30,
--------------------------------------------------- -----------------------------
1998
(from
inception) 1999 2000 2001 2001 2002
------------------------------------------- -------------- -------------- --------------
Statement of Operations Data:
Revenues:

Oil and gas........................$ -- $ -- $ -- $ 36,850 $ -- $ 95,543
Gain on sale of permit............. -- -- 200,000 -- -- --
Interest........................... -- -- -- 193,352 137,206 62,362
------------ -------------- ------------- -------------- ------------- ------------
Total revenues................... -- -- 200,000 230,202 137,206 157,905
------------ -------------- ------------- -------------- ------------- ------------

Operating expenses:
General and administrative......... 6,000 738,153 951,734 4,331,825 2,412,271 3,936,479
Lease operating.................... -- -- -- 12,679 -- 76,057
Depletion, depreciation and
amortization...................... -- -- -- -- 2,848 195,795
Impairment......................... -- -- -- -- -- 541,125
Interest........................... -- 13,347 61,776 67,363 67,363 --
------------ -------------- ------------- -------------- ------------- ------------
Total operating expenses......... 6,000 751,500 1,013,510 4,411,867 2,482,482 4,749,456
------------ -------------- ------------- -------------- ------------- ------------
Net loss from operations......... (6,000) (751,500) (813,510) (4,181,665) (2,345,276) (4,591,551)
------------ -------------- ------------- -------------- ------------- ------------
Other income (expense)................ 14,666 (29,751) 52,206 -- --
------------ -------------- ------------- -------------- ------------- ------------
Loss before distribution.............. (6,000) (736,834) (843,261) (4,129,459) (2,345,276) (4,591,551)
------------ -------------- ------------- -------------- ------------- ------------
Series A Convertible Redeemable
Preferred Stock deemed distribution... -- -- -- (11,400,000) (11,400,000) --
------------ -------------- ------------- -------------- ------------- ------------
Net loss attributable to common
stockholders......................... $ (6,000)$ (736,834)$ (843,261) $ (15,529,459)$ (13,745,276 $ (4,591,551
============ ============== ============= ============== ============= ============
Weighted average number of common
shares outstanding:...................
Basic and Diluted.................. -- 11,923,093 13,800,595 24,835,144 24,011,625 35,389,349
============ ============== ============= ============== ============= ==========
Net loss per common share:............
Basic and Diluted..................$ -- $ (0.06)$ (0.06) $ (0.63)$ (0.57) $ (0.13)
============ ============== ============= ============== ============= ============

At December 31, At September 30,
--------------------------------------------------------------------------
1998 1999 2000 2001 2002
(from
inception)
-------------- -------------- ------------- ---------------- --------------
Balance Sheet Data:

Cash and cash equivalents....... $ -- $ 163,490 $ 881,041 $ 12,296,585$ 5,449,764
Working capital (deficit)....... (6,000) (65,798) (420,370) 11,860,584 3,407,398
Oil and gas properties, at
cost, accounted for using the
full cost method............... -- 2,484,919 1,991,290 9,152,740 21,569,992
Total assets.................... -- 2,688,826 3,007,259 21,658,525 26,745,276
Total Liabilities............... -- 266,660 1,428,354 593,100 2,367,859
Stockholders' equity............ (6,000) 2,422,166 1,578,905 21,065,425 22,977,417

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

We are an independent natural gas and oil company engaged in locating
and developing hydrocarbon prospects, primarily located in the Rocky Mountain
region of the United States. We follow the full cost method of accounting
whereby all costs related to the acquisition and development of oil and gas
properties are capitalized into a single cost center referred to as a full cost
pool. Such costs include lease acquisition costs, geological and geophysical
expenses, overhead directly related to exploration and development activities
and costs of drilling both productive and non-productive wells. Proceeds from
property sales are generally credited to the full cost pool without gain or loss
recognition unless such a sale would significantly alter the relationship
between capitalized costs and the proved reserves attributable to these costs. A
significant alteration would typically involve a sale of 25% or more of the
proved reserves related to a single full cost pool.

Depletion of exploration and development costs and depreciation of
production equipment is computed using the units of production method based upon
estimated proved oil and gas reserves. The costs of unproved properties are
withheld from the depletion base until such time as they are either developed or
abandoned. The properties are reviewed periodically for impairment. Total well
costs are transferred to the depletable pool even when multiple targeted zones
have not been fully evaluated. For depletion and depreciation purposes, relative
volumes of oil and gas production and reserves are converted at the energy
equivalent rate of six thousand cubic feet of natural gas to one barrel of crude
oil.

Under the full cost method of accounting, capitalized oil and gas
property costs less accumulated depletion and net of deferred income taxes may
not exceed an amount equal to the present value, discounted at 10%, of estimated
future net revenues from proved oil and gas reserves plus the cost, or estimated
fair value, if lower, of unproved properties. Should capitalized costs exceed
this ceiling, an impairment is recognized. The present value of estimated future
net revenues is computed by applying current prices of oil and gas to estimated
future production of proved oil and gas reserves as of period-end, less
estimated future expenditures to be incurred in developing and producing the
proved reserves assuming the continuation of existing economic conditions.

Business Combination

On February 1, 2001, we entered into an Agreement and Plan of
Reorganization pursuant to which we issued 14,000,000 shares of our common stock
and warrants to the former stockholders of Pannonian Energy, Inc., a private
Delaware corporation, in connection with the merger of Pannonian with our
subsidiary. Pannonian was an independent energy company engaged in the
exploration, development and acquisition of crude oil and natural gas reserves
in the western United States.

Under the terms of this agreement, Pannonian was required, prior to
closing of the merger transaction on March 30, 2001, to divest itself of all
assets not associated with its "Riverbend" area of interest. The "spin-offs"
were accounted for at the recorded amounts. The net book value of the
non-Riverbend assets in the United States transferred, including cash of
$1,000,000 and liabilities of $555,185, was approximately $1,850,000. The net
book value of Pannonian International Ltd., which owned the non-Riverbend assets
located outside the United States, as of the date of distribution was
approximately $174,000.

Certain of our stockholders surrendered for cancellation 2,438,930
common shares of our capital stock on completion of the transaction contemplated
by the agreement with Pannonian.

Forward Looking Statements

Please refer to the section entitled "Cautionary Statement Regarding
Forward Looking Statements" for a discussion of factors which could affect the
outcome of forward looking statements used by us.

Results of Operations

All information for periods prior to March 30, 2001 represents the
historical information of our acquiring entity, Pannonian.

Three and Nine Months Ended September 30, 2002 Compared to Three and Nine Months
Ended September 30, 2001

During the quarter and nine months ended September 30, 2002, we owned
interests in six producing wells, two of which began producing in late October
of 2001 and the remainder began producing in 2002. The oil and gas revenue and
lease operating expense during 2002 relate to these wells and is comprised of
approximately 27,965 Mcf of gas at an average price of $1.56 per Mcf during the
third quarter of 2002 and 46,465 Mcf of gas at an average price of $2.05 per Mcf
during the first nine months of 2002. We had no producing wells during the first
nine months of 2001.

Interest income during 2002 and 2001 represents the interest earned on
our combined cash and cash equivalents and restricted cash balances. Interest
income decreased $92,441 and $74,844 from the third quarter of 2001 to the third
quarter of 2002 and from the first nine months of 2001 to the first nine months
of 2002, respectively. The decrease is primarily the result of a higher average
cash balance during the third quarter and first nine months of 2001 primarily
due to the sale of preferred and common stock during the second half of 2001.

General and administrative expense increased from $845,802 to
$1,461,377 during the third quarter of 2002 compared to the third quarter of
2001 and from $2,412,271 to $3,936,479 during the first nine months of 2001
compared to the first nine months of 2002. The increase in both periods is
primarily due to the increase in staff and professional fees associated with the
commencement of our operations. General and administrative expense during the
third quarter and the first nine months of 2002 includes $110,266 in consulting
fees paid on behalf of a company of which two of Gasco's directors have a
combined 66.67% ownership.

Depletion, depreciation and amortization expense during the third
quarter and the first nine months of 2002 is comprised of $39,325 and $165,255
of depletion expense related to our proved oil and gas properties and $11,832
and $30,540 of depreciation related to our furniture, fixtures and other assets,
respectively. The corresponding expense during the third quarter and the first
nine months of 2001 consists of the depreciation expense related to our
furniture, fixtures and other assets.

The impairment expense during the third quarter and the first nine months
of 2002 represents costs associated with a well drilled in the Southwest Jonah
field located in the Greater Green River Basin in Sublette County, Wyoming

during the first quarter of 2002. The natural gas encountered in this well was
not of sufficient quantities to be deemed economic, therefore, the costs
associated with this well were charged to impairment expense during the nine
months ended September 30, 2002 because the Company believes that the total
costs for this well exceed the present value, discounted at 10%, of the future
net revenues from its proved oil and gas reserves.

The interest expense during the three and nine months ended September
30, 2001 represents the interest incurred on our outstanding notes payable,
which was repaid during 2001.

Fiscal Year Ended 2001 Compared to Fiscal Year Ended 2000

During 2001, we owned interests in two wells that began producing in
late October. The oil and gas revenue and lease operating expense during 2001
related to these wells. Our revenue during 2001 was comprised of approximately
17,545 Mcf of gas at an average price of $2.10 per Mcf and our lease operating
expense was $0.72 per Mcf. We had no producing wells during 2000. Interest
income during 2001 represented the interest earned on our cash balance, which
increased from $881,041 in 2000 to $12,296,585 primarily due to the sale of
preferred and common stock during 2001. General and administrative expense
increased from $951,734 in 2000 to $4,331,825 in 2001, primarily due to the
increase in staff and professional fees associated with the commencement of our
operations. The interest expense during 2001 and 2000 represents the amounts
incurred on our outstanding notes payable which were paid off in full during
2001. Other income during 2000 consisted primarily of a $200,000 gain on the
sale of a drilling permit offset by miscellaneous expenses. Other income during
2001 is comprised of numerous miscellaneous items, none of which is individually
significant.

Fiscal Year Ended December 31, 2000 Compared to Fiscal Year Ended December 31,
1999

General and administrative expenses increased from $738,153 in 1999 to
$951,734 in 2000 primarily due to increased consulting expenses during 2000.
Interest expense during 2000 and 1999 was comprised of the interest on our notes
payable balances. The increase was due to a higher average notes payable balance
during 2000 as compared to 1999. Other income during 2000 consisted primarily of
a $200,000 gain on the sale of a drilling permit offset by miscellaneous
expenses. Other income during 1999 was comprised of numerous miscellaneous
items, none of which were individually significant.

Liquidity and Capital Resources

At September 30, 2002, we had cash and cash equivalents of $5,449,764
compared to cash and cash equivalents of $12,296,585 at December 31, 2001. The
decrease in cash and cash equivalents is primarily attributable to the following
significant items combined with the cash used in operations of $1,884,703, which
was partially offset by the $5,973,980 in net proceeds from the August 14, 2002
sale of common stock.

o During February 2002, the Company acquired leasehold interests
covering approximately 18,451 gross acres (16,421 net acres) in the
Greater Green River Basin located in west-central Wyoming for
$1,500,000.

o We acquired a 45% interest in 21,614 acres in Sublette County, Wyoming
for approximately $1,428,000 during February 2002. Effective July
16,2002, the Company assigned 25% of its interest to Brek.

o In connection with our drilling projects, we entered into a $2,000,000
letter of credit during February 2002, which was subsequently amended
during May 2002 to $250,000. The letter is collateralized with cash,
which is classified as restricted cash in the accompanying financial
statements, and terminates in January 2003.

o We drilled three productive wells in Uintah County, Utah for
approximately $3,250,000 and one well, which was a dry hole in
Sublette County, Wyoming for $541,125.

o We participated in the drilling of five productive wells in Uintah
County, Utah and one well in Sublette County, Wyoming, all of which
are operated by other companies, for approximately $1,950,000.

o During the nine months ended September 30, 2002, we incurred unproved
property costs comprised of delay rentals and the purchase of numerous
acreage positions in Wyoming and Utah of $1,100,000.

o During May 2002, we elected to participate in a 3D seismic shoot
covering 100 square miles in Sublette County, Wyoming for $850,000.

Working capital decreased from $11,860,584 at December 31, 2001 to
$3,407,398 at September 30, 2002, primarily due to the property related
expenditures partially offset by the stock offering proceeds discussed above.

In management's view, given the nature of our operations, which consist
of the acquisition, exploration and evaluation of petroleum and natural gas
properties and participation in drilling activities on these properties, the
most meaningful information relates to current liquidity and solvency. Our
financial success will be dependent upon the extent to which we can discover
sufficient economic reserves and successfully develop and produce from the
properties containing those reserves. Such development may take years to
complete and the amount of resulting income, if any, is difficult to determine
with any certainty. The sales value of any petroleum or natural gas that is
discovered is largely dependent upon other factors beyond our control.

To date, our capital needs have been met primarily through equity
financings. In order to earn interests in additional acreage and depths in
Riverbend, we will need to expend significant additional capital to drill and
complete wells. It will be necessary for us to acquire additional financing in
order to complete our operational plan for 2003. On August 14, 2002, we issued
6,500,000 shares of our common stock for net proceeds of approximately $6.0
million in a private offering. We intend to use the net proceeds from this
offering to fund our remaining 2002 capital budget. We are also considering
several additional options for raising additional capital to fund our 2003
capital budget such as equity offerings, asset sales, the farm-out of some of
our acreage and other similar transactions. There is no assurance that financing
will be available to us on favorable terms or at all. Any financing obtained
through the sale of our equity will likely result in substantial dilution to our
stockholders.

On July 16, 2002, we executed and closed a purchase agreement with Brek
Energy Corporation, and other of our stockholders, pursuant to which Brek and
the other stockholders purchased from us an undivided 25% of our working
interests in all of our undeveloped acreage in exchange for 6,250,000 shares of
our common stock and 500 shares of our preferred stock held by Brek and the
other stockholders. The other stockholders assigned their right to receive their
share of such working interests to Brek, so that Brek acquired title to all of
the working interests conveyed by us in the transaction. Brek also has the
option to acquire an additional 5% undivided interest in our undeveloped acreage
by paying a total of $10.5 million in two equal installments on or before
January 1, 2004 and January 1, 2005, respectively. A 2.5% interest will be
conveyed to Brek upon receipt of each installment. Brek must make timely payment
of the first installment in order to maintain the option to acquire the
additional 2.5% interest with the second installment.

The transaction simplified our capital structure by eliminating all preferred
stock (which was convertible into 4,750,000 common shares) and the associated
preferential voting rights. The transaction was previously estimated to be
valued at $22,000,000 based on an average price of $2.00 per common share when
the letter of intent was signed. The transaction was valued at $16,709,000 based
on the average trading price of the Company's common stock when the transaction
was executed. In accordance with Securities and Exchange Commission Regulation
S-X rule 4.10, the transaction was recorded as a reduction to the Company's
unproved properties and a reduction to the Company's additional paid in capital,
preferred stock and common stock.

Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk relates to changes in the prices obtained for
gas production in the Uinta Basin of northeastern Utah and the Greater Green
River Basin of west central Wyoming. This risk will become more significant to
us as more wells are drilled and begin producing in these areas. Although we are
not using derivatives at this time to mitigate the risk of adverse changes in
commodity prices, we may consider using them in the future.

Recent Accounting Pronouncements

In June 2001, SFAS No. 141, "Business Combinations" was issued by the
FASB. SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Our adoption of SFAS
No. 141 on July 1, 2001 had no impact on our financial position or results of
operations.

In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was
issued by the FASB. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. Goodwill and certain intangible assets will remain on the
balance sheet and not be amortized. On an annual basis, and when there is reason
to suspect that their values have been diminished or impaired, these assets must
be tested for impairment, and write-downs may be necessary. Our implementation
of SFAS No. 142 on January 1, 2002 had no impact on our financial position or
results of operations.

In June 2001 the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. The asset retirement liability will be allocated to operating
expense by using a systematic and rational method. The statement is effective
for fiscal years beginning June 15, 2002. We have not yet determined the impact
of the adoption of this statement.

In August 2001, the FASB issued SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 requires that
long-lived assets be measured at the lower of carrying amount or fair value less
costs to sell, whether reported in continuing operations or in discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable value or include amounts for operating losses that have not yet
occurred. Our adoption of SFAS No. 144 on January 1, 2002 had no impact on our
financial position or results of operations.

the provisions of Accounting Principles Board Opinion No. 30, and be classified
as ordinary items unless they are unusual or infrequent or meet the specific
criteria for treatment as an extraordinary item. This statement is effective
January 1, 2003. We do not anticipate that the adoption of this statement will
have a material effect on our financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". This Statement requires recognition of a
liability for a cost associated with an exit or disposal activity when the
liability is incurred, as opposed to when the entity commits to an exit plan
under EITF No. 94-3. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. We have not yet
determined the impact of the adoption of this statement.

BUSINESS AND PROPERTIES

About Gasco Energy, Inc.

Gasco is an independent natural gas and oil company engaged in locating
and developing hydrocarbon prospects, primarily located in the Rocky Mountain
region of the United States. Our strategy is to create stockholder value by
applying new technologies to generate and develop high-potential exploitation
prospects.

History

Gasco (formerly known as San Joaquin Resources Inc.) was incorporated
on April 21, 1997 under the laws of the State of Nevada, as "LEK International,
Inc." LEK International operated as a "shell" company until December 31, 1999,
when it combined with San Joaquin Oil & Gas Ltd., a Nevada corporation under an
Agreement and Plan of Reorganization. Upon the closing of this transaction, San
Joaquin Oil & Gas became a wholly-owned subsidiary of Gasco.

On February 1, 2001, the Company entered into an Agreement and Plan of
Reorganization with Pannonian Energy, Inc., a private corporation incorporated
under the laws of the State of Delaware, whereby it issued 14,000,000 shares of
its common stock and warrants to the former stockholders of Pannonian in
connection with the merger of Pannonian with a subsidiary of the Company.
Pannonian was an independent energy company engaged in the exploration,
development and acquisition of crude oil and natural gas reserves in the western
United States and was also considered a development stage oil and gas company as
defined by Statement of Financial Accounting Standards ("SFAS") No. 7.

Under the terms of the merger agreement between the Company and
Pannonian, Pannonian was required, prior to closing of the merger on March 30,
2001, to divest itself of all assets not associated with its "Riverbend" area of
interest. The divestitures were accounted for at the recorded amounts. The net
book value of the non-Riverbend assets in the United States transferred,
including cash of $1,000,000 and liabilities of $555,185, was approximately
$1,850,000. The non-Riverbend assets located outside of the United States were
held by Pannonian International Ltd., the shares of which were distributed to
the Pannonian stockholders. The net book value of Pannonian as of the date of
distribution was approximately $174,000. Some of our management stockholders
surrendered for cancellation 2,438,930 common shares of our capital stock on
completion of the Pannonian Merger.

Upon completion of the transaction, Pannonian became our wholly owned
subsidiary. However, since this transaction resulted in the existing
stockholders of Pannonian acquiring control of the surviving company, for
financial reporting purposes the business combination was accounted for as a
reverse acquisition with Pannonian as the acquirer. Accordingly, all financial
information presented in this prospectus for periods prior to March 30, 2001
represents the historical information of Pannonian.

Recent Developments

conveyed to Brek upon receipt of each installment. Brek must make timely payment
of the first installment in order to maintain the option to acquire the
additional 2.5% interest with the second installment.

The transaction simplified our capital structure by eliminating all
preferred stock (which was convertible into 4,750,000 common shares) and the
associated preferential voting rights. The transaction was previously estimated
to be valued at $22,000,000 based on an average price of $2.00 per common share
when the letter of intent was signed. The transaction was valued at $16,709,000
based on the average trading price of the Company's common stock on the date the
transaction was executed. In accordance with Securities and Exchange Commission
Regulation S-X rule 4.10, the transaction was recorded as a reduction to the
Company's unproved properties and a reduction to the Company's additional paid
in capital, preferred stock and common stock.

On August 14, 2002, we issued 6,500,000 shares of our common stock to
private investors for net proceeds of approximately $6.0 million.

Significant Properties

Petroleum and Natural Gas Properties

Our principal business is the acquisition of leasehold interests in
petroleum and natural gas rights, either directly or indirectly, and the
exploration for and development of petroleum and natural gas. All of our
properties are located in the continental United States.

Riverbend Project. The Riverbend project is comprised of approximately
96,678 gross acres in the Uinta Basin of northeastern Utah, of which we hold an
interest in approximately 30,406 net acres as of September 30, 2002.
Additionally, we have an opportunity to earn or acquire an interest in
approximately 18,566 gross acres in this area under farm-out and other
agreements. Our geologic and engineering focus is concentrated on three
tight-sand formations in the basin: the Wasatch, Mesaverde and Mancos
formations.

In December 2000, we entered into an agreement with ConocoPhillips that
defined a 60,000-acre area of mutual interest within the Riverbend project, not
all of which is currently leased by either Gasco or ConocoPhillips. This
agreement was subsequently amended to reduce the area that it covers to
approximately 30,000 acres. Under the terms of this agreement, ConocoPhillips
paid $1,000,000 to us upon execution of the agreement, and later expended
$8,000,000 in connection with the drilling and completion of three producing
wells. As a result of ConocoPhillips' drilling, we earned additional acreage
under certain farm-out agreements during 2001. Under the agreement
ConocoPhillips also has the right to acquire an 80% interest in all of our
leases and farm-out agreements within the Area of Mutual Interest by assigning
to us leasehold interests in two leases within this area in which we have no
ownership interest.

During January 2002, we entered into an agreement with Halliburton
Energy Services under which Halliburton has the option to earn a participation
interest proportionate to their investment by funding the completions of
Wasatch/Mesa Verde wells. We and Halliburton will also share technical
information through the formation of a joint technical team.

We began drilling the first well in this area during February 2002.
Approximately $1,000,000 was spent on this well, which began selling gas in the
beginning of July 2002. In April 2002, we drilled our second operated well in
this immediate area for a total cost of approximately $1,300,000. Sales of
production from this well began during the middle of August 2002. Compressor
capacity limitations on a third party gathering system in this area have caused
one of these wells to be shut-in and have significantly restricted the
production rate of the other well. The Company is considering several options

for increasing compressor capabilities, the most likely of which is to install a
new and larger compressor to the system. As Gasco's production will take up all
of the new compressor's capacity, it is anticipated that we will be responsible
for the full cost of the new compressor. The installation and operation of the
new compressor for the next six months is anticipated to range between $80,000
and $100,000. We began drilling our third operated well in this area during
September 2002. The well recently reached total depth and preliminary results
indicate that this well will be completed during the fourth quarter of 2002. Our
share of the costs for this well is expected to be approximately $950,000. We
also have a 20% working interest in five additional wells that have been drilled
by ConocoPhillips in this area during late 2001 and through the third quarter of
2002. Four of these wells are currently selling gas and one has been drilled and
one is awaiting completion.

Greater Green River Basin Project. We have established an area of
mutual interest with Burlington Resources covering approximately 330,000 acres
in Sublette County, Wyoming within the Greater Green River Basin. As of
September 30, , 2002, we have leased approximately 115,121 gross acres and
76,555 net acres in this area. The exploration agreement governing the area of
mutual interest requires Burlington to drill two wells and to shoot 180 miles of
high-resolution 2-D seismic data by October 30, 2002. As of September 30, 2002,
Burlington has completed shooting the 180 miles of 2-D seismic and has drilled
and completed both of the wells, one of which is currently selling gas. We
participated in the drilling of a well in Sublette County Wyoming, which was
spudded during September 2002. We have a 31.5% interest in this well, which is
operated by Burlington. The well is currently being completed and our share of
the total cost for this well is expected to be approximately $700,000. We also
elected to participate in the drilling of another well in this area, which was
spudded during the beginning of October 2002. Preliminary results indicate that
this well will be completed, therefore, our share of the drilling and completion
costs are expected to be approximately $900,000.

During February 2002, the Company purchased at a Bureau of Land
Management ("BLM") sale a 45% interest in 21,614 gross acres (9,726 net acres)
for approximately $1,428,000. After the sale, the Company was notified by the
BLM in Wyoming that several environmental groups filed a protest against the BLM
offering numerous parcels of land for oil and gas leasing. All of the parcels
(leases) purchased by the Company were placed in suspense pending the resolution
of this protest. If the protest is deemed to have merit, the lease purchases
will be rejected and the money paid for the leases will be returned to the
Company. If the protest is deemed to be without merit, the leases will be
released from suspense and issued to the Company. Effective July 16, 2002, the
Company assigned 25% of this suspended interest to Brek resulting in the
Company's net acres being reduced from 9,726 to 7,295 net acres. As of September
30, 2002, the BLM has released from suspension and issued leases covering 5,700
gross acres representing 1,924 net acres to the Company. These issued leases are
reflected in the Company's total acreage position stated above. To date, 15,914
gross acres (5,371 net acres) remain in suspense and this leasehold interest is
not included in the totals above. The value of the remaining suspended leases is
recorded as unproved mineral interests in the accompanying financial statements.

The Company also purchased additional leasehold interests in Sublette
County, Wyoming covering approximately 18,451 gross acres (16,421 net acres) for
a total purchase price of $1,500,000 on February 19, 2002. Effective July 16,
2002 the Company assigned 25% of its interest to Brek resulting in the Company's
net acres being reduced from 16,421 to 12,316.

During February 2002, we drilled a well in the Southwest Jonah field
located in the Greater Green River Basin in Sublette County, Wyoming. The well
was drilled to a total depth of 11,000 feet. The well encountered natural gas,
however not of sufficient quantities to be deemed economic. The well was plugged
and abandoned during March 2002. The net dry hole cost of the well was $541,125
and was recorded as impairment expense during the nine months ended September
30, 2002 because we believe that the total costs for this well exceed the
present value, discounted at 10%, of the future net revenues from its proved oil
and gas reserves.

On May 1, 2002, we acquired an interest in 53,095 gross (47,786 net)
acres, plus other assets and consideration, in the Greater Green River Basin in
Wyoming, the largest single oil and gas lease acquisition in our history. This
acquisition made us a 50/50 partner in the Greater Green River Basin AMI with
Burlington Resources. Additionally, we estimate that this acquired acreage will
provide us with numerous possible net drilling locations. In exchange for the
acreage (plus other assets and consideration), we issued 9,500,000 shares of our
common stock at a price of $1.95 per share to Shama Zoe Limited Partnership, a
private oil and gas company. This transaction was valued at approximately
$18,525,000, based on the closing price of our common stock on April 23, 2002 of
$1.95 per share. The original Property Purchase Agreement governing this
transaction prevented us from issuing additional shares of our common stock at
prices below $1.80 per share and from granting registration rights in connection
with the issuance of shares of our common stock. In connection with the August
14, 2002 issuance of 6,500,000 shares of our common stock, as described below,
we amended the Property Purchase Agreement to allow for the issuance of these
shares at a price of $1.00 per share and we granted Shama Zoe an option to sell
to us 1,400,000 shares of our stock that it acquired in the transaction at $1.00
per share at any time prior to December 31, 2002. This transaction replaces the
previously described cash option structure and eliminates a $300,000 per month
option payment.

During May 2002, we elected to participate in a 3D seismic shoot
covering 100 square miles in Sublette County, Wyoming. Our share of the costs
for the seismic data was $850,000.

Southern California Project. We lease approximately 4,068 gross (3,032
net acres) in Kern and San Luis Obispo Counties of southern California as of
September 30, 2002. We have no drilling or development plans for this acreage
during 2002, but plan to continue paying leasehold rentals and other minimum
geological expenses to preserve our acreage positions on these three oil
prospects. We may consider selling these positions in the future.

Development, Exploration and Acquisition Capital Expenditures

During the fiscal year ended December 31, 2001, we paid $7,395,867, and
during the nine months ended September 30, 2002, we spent an additional
$29,126,252, including the issuance of 9,500,000 shares of common stock valued
at $18,525,000, in identifying and acquiring petroleum and natural gas leases
and prospect rights, compared with $566,204 expended in 2000. At September 30,
2002, we owned direct interests in 215,867gross (109,993 net) acres covered by
petroleum and natural gas leases.

The following table presents information regarding our net costs
incurred in the purchase of proved and unproved properties and in exploration
and development activities:

For the Nine
For the Year Ended December 31, Months Ended September 30,
---------------------------------------------------- -------------------------
1999 2000 2001 2002
----------------- ------------- ------------- -------------------------
Property acquisition costs:

Unproved ............................... $ 1,757,914 $ 425,797 $7,161,450 $ 22,571,874
Proved.................................. -- -- -- --
Exploration costs (a)...................... 113,434 297,865 -- 5,673,430
Development costs (b)...................... -- -- -- 880,948
----------------- ------------- ------------- -------------------------
Total costs incurred.................. $ 1,871,348 $ 723,652 $7,161,450 $ 29,126,252
================= ============= ============= =========================

(a) Includes seismic data acquisitions of $850,000 for the nine months ended
September 30, 2002.

(b) Includes costs of completions, facilities and pipelines associated with exploratory wells.

Productive Gas Wells

The following summarizes our productive and shut-in gas wells as of
September 30, 2002. Productive wells are producing wells and wells capable of
production. Shut-in wells are wells that are capable of production but are
currently not producing. Gross wells are the total number of wells in which we
have an interest. Net wells are the sum of our fractional interests owned in the
gross wells.

Productive Gas Wells
Gross Net

Producing gas wells 10 3.6
Shut-in gas wells 7 7.0
-- ---
17 10.6
== ====

We operate five of the producing wells and all of the shut-in wells.
Four of the remaining five producing properties in the above table were drilled
by ConocoPhillips within Gasco's and ConocoPhillips' Area of Mutual Interest in
the Riverbend Project and are operated by ConocoPhillips and one was drilled and
is operated by Burlington.

Oil and Gas Acreage

The following table sets forth the undeveloped and developed leasehold
acreage, by area, held by us as of September 30, 2002. Undeveloped acres are
acres on which wells have not been drilled or completed to a point that would
permit the production of commercial quantities of oil and gas, regardless of
whether or not such acreage contains proved reserves. Developed acres are acres,
which are spaced or assignable to productive wells. Gross acres are the total
number of acres in which we have a working interest. Net acres are the sum of
our fractional interests owned in the gross acres. The table does not include
acreage in which we have a contractual right to acquire or to earn through
drilling projects, or any other acreage for which the Company has not yet
received leasehold assignments. In certain leases, our ownership is not the same
for all depths; therefore, the net acres in these leases are calculated using
the greatest ownership interest at any depth. Generally this greater interest
represents our ownership in the primary objective formation.

Undeveloped Acres Developed Acres Developed Acres
---------------------------------- -----------------------------------
Gross Net Gross Net

Utah 96,118 30,145 560 261
Wyoming 115,041 76,502 80 53
California 4,068 3,032
-------------- -------------- -------------- ----------

Total acres 215,227 109,679 640 314
============== ============== ============== ============

offering numerous parcels of land for oil and gas leasing. All of the parcels
(leases) purchased by the Company were placed in suspense pending the resolution
of this protest. If the protest is deemed to have merit, the lease purchases
will be rejected and the money paid for the leases will be returned to the
Company. If the protest is deemed to be without merit, the leases will be
released from suspense and issued to the Company. Effective July 16, 2002, the
Company assigned 25% of this suspended interest to Brek resulting in the
Company's net acres being reduced from 9,726 to 7,295 net acres. As of September
30, 2002, the BLM has released from suspension and issued leases covering 5,700
gross acres representing 1,924 net acres to the Company. These issued leases are
reflected in the Company's total acreage position stated above. To date, 15,914
gross acres (5,371 net acres) remain in suspense and this leasehold interest is
not included in the totals above. The value of the remaining suspended leases is
recorded as unproved mineral interests in the accompanying financial statements.

As of September 30, 2002, the Company has purchased or earned 9,637
gross (1,750 net) acres in the Uinta basin in Utah and in Sublette County,
Wyoming but has not yet received leasehold assignments. The Company also has the
contractual right to earn 42,594 gross (21,849 net) acres within the Uinta basin
and 3,682 gross (932 net) acres in Sublette County through future drilling
projects that must be completed at various dates through the end of May 2006.
All of this acreage is excluded from the table above.

As of September 30, 2002, approximately 79% of the acreage that we hold
is located on federal lands and approximately 19% of the acreage is located on
state lands. It has been our experience that the permitting process related to
the development of acreage on federal lands is more time consuming and expensive
than the permitting process related to acreage on state lands. We have generally
been able to obtain state permits within 30 days, while obtaining federal
permits has taken several months or longer. Accordingly, if the development of
our acreage located on federal lands is delayed significantly by the permitting
process, we may have to operate at a loss for an extended period of time.

Drilling Activity

The following table sets forth our drilling activity during the year
ended December 31, 2001 and for the nine months ended September 30, 2002. We had
no drilling activity during the years ended December 31, 2000 and 1999.

Year Ended Nine Months Ended
December 31, 2001 September 30, 2002
------------------------- --------------------------
Gross Net Gross Net
Exploratory Wells:

Productive 4 1.6 6 2.6
Dry 2 2.0 1 1.0
---------- ---------- --------- -------------
Total wells 6 3.6 7 3.6
========== ========== ========= =============

Competitive Business Conditions, Competitive Position in the Industry and
Methods of Competition

of other companies operating in our areas of interest, including large oil and
gas companies and other independent operators with greater financial resources.
Management does not believe that our competitive position in the petroleum and
natural gas industry will be significant.

Management anticipates a tight market for obtaining drilling rigs and
services and for the manpower to run them. The current high level of drilling
activity in our areas of exploration may have a significant adverse impact on
the timing and profitability of our operations. In addition, we will be required
to obtain drilling permits for our wells, and there is no assurance that such
permits will be available timely or at all.

The prices of our products are controlled by domestic and world
markets. However, competition in the petroleum and natural gas exploration
industry also exists in the form of competition to acquire the most promising
acreage blocks and to obtain the most favorable prices for transporting the
product. We, and ventures in which we participate, are relatively small compared
to other petroleum and natural gas exploration companies and may have difficulty
acquiring additional acreage and/or projects, and may have difficulty arranging
for the transportation of product, in the event we, or a venture in which we
participate, are successful in our exploration efforts.

Principal Products or Services and Markets

We conduct exploration activities to locate natural gas and crude
petroleum. The principal markets for these commodities are natural gas
transmission pipeline companies, utilities, refining companies and private
industry end-users.

Governmental Regulations and Environmental Laws

We, and any venture in which we participate, are required to obtain
local government and other permits for drilling oil or gas wells.

Exploration and production activities relating to oil and gas leases
are subject to numerous environmental laws, rules and regulations. The Federal
Clean Water Act requires us to construct a fresh water containment barrier
between the surface of each drilling site and the underlying water table.

Various federal, state and local laws and regulations covering the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, may affect our operations and costs as they
affect oil and gas exploration, development and production operations.
Environmental laws and regulations have changed substantially and rapidly over
the last 30 years, and we anticipate continuing changes. Laws and regulations
protecting the environment have generally become more stringent in recent years
and may, in certain circumstances, impose "strict liability," rendering a
corporation liable for environmental damages without regard to negligence or
fault on the part of such corporation. Such laws and regulations may expose us
to liability for the conduct of operations or conditions caused by others or for
acts of ours which were in compliance with all applicable laws at the time such
acts were performed. Increasingly, strict environmental restrictions and
limitations have resulted in increased operating costs for us and other
businesses throughout the United States, and it is possible that the costs of
compliance with environmental laws and regulations may continue to increase. The
modification of existing laws or regulations or the adoption of new laws or
regulations relating to environmental matters could have a material adverse
effect on our operations. In addition, our existing and proposed operations
could result in liability for fires, blowouts, oil spills, discharge of
hazardous materials into surface and subsurface aquifers and other environmental
damage, any one of which could result in personal injury, loss of life, property
damage or destruction or suspension of operations.

The Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA"), also known as the "Superfund" law, requires payments for cleanup
of certain abandoned waste disposal sites, even though such waste disposal
activities were undertaken in compliance with regulations applicable at the time
of disposal. Under the Superfund law, one party may, under certain
circumstances, be required to bear more than its proportional share of cleanup
costs at a site where it has responsibility pursuant to the legislation, if
payments cannot be obtained from other responsible parties. Other legislation
mandates cleanup of certain wastes at facilities that are currently being
operated. States also have regulatory programs that can mandate waste cleanup.
CERCLA authorizes the Environmental Protection Agency and, in some cases, third
parties to take actions in response to threats to the public health or the
environment and to seek to recover from the responsible classes of persons the
costs they incur. The scope of financial liability under these laws involves
inherent uncertainties.

We do not anticipate that we will be required in the near future to
expend material amounts because of environmental laws and regulations, but
inasmuch as such laws and regulations are frequently changed, we are unable to
predict the ultimate future cost of compliance.

We believe we are presently in compliance with all applicable federal,
state or local environmental laws, rules or regulations; however, continued
compliance (or failure to comply) and future legislation may have an adverse
impact on our present and contemplated business operations. No assurance can be
given as to what effect these present and future laws, rules and regulations
will have on our current and future operations.

Number of Total Employees and Number of Full-Time Employees

As of September 30, 2002, we have nine full-time employees. Our
officers and directors are involved with other companies, some of which now
have, or may in the future have, a business plan involving the oil and gas
business. As a result, potential conflicts of interest may arise. If one of our
officers or directors is presented with business opportunities under
circumstances where there may be a doubt as to whether the opportunity should
belong to us or another company with which he is affiliated, that officer or
director is under legal duty to disclose the opportunity to all such companies
simultaneously. Accordingly, that officer or director may not participate in the
decision of any such company to pursue or attempt to pursue any such
opportunity.

Office Space

We lease approximately 3,255 square feet of office space in Englewood,
Colorado for approximately $46,000 per year under two leases, both of which
terminate on August 30, 2004. Our management believes that this space will be
adequate for our operations during the next year.

Legal Proceedings

From time to time, we may be a party to various legal proceedings in
the ordinary course of operations. We currently are not a party to any material
litigation.

MANAGEMENT

Executive Officers and Directors

The following table sets forth the names, ages and positions of our
executive officers and directors.

Age as
of
Name Principal Occupation and Directorships 9/30/02

Marc Bruner.....................Director of Gasco since 2001; Chairman of the Board of 53
Directors and Strategic Consultant for the Company
Mark A. Erickson................Director of Gasco since 2001; Chief Executive Officer and 42
President
Michael K. Decker...............Director of Gasco since 2001; Executive Vice President and 48
Chief Operating Officer
W. King Grant...................Director of Gasco since 2001; Chief Financial Officer 38
Carmen Lotito...................Director of Gasco since 2001; Vice President, Chief Financial 58
Officer and Director of Coriko Corporation; Member of Equistar
Capital LLC
Carl Stadelhofer................Director of Gasco since 2001; Partner of the law firm of 48
Rinderknecht Klein & Stadelhofer
Howard O. Sharpe................Vice President and Secretary 58
Charles B. Crowell..............Director of Gasco since 2002 59

Our Board of Directors has seven members who are elected annually. Prior to
the consummation of our transaction with Brek Energy Corporation, Gregory Pek,
the president of Brek, was one of our directors and a member of our executive
committee. Upon the closing of the transaction, Mr. Pek resigned from both
positions. The following sets forth certain biographical information concerning
each of the Company's directors and executive officers.

Marc Bruner. Mr. Bruner has served as the Chairman of the Board of
Directors of Gasco and as a member of Gasco's Executive Committee since February
2001. From January 1996 to January 1999, Mr. Bruner was founding Chairman of the
Board of Ultra Petroleum, a Toronto Stock Exchange and American Stock Exchange
listed natural gas company. Ultra's business is focused on tight sand
development in the Green River Basin of Wyoming. In late 1997, Mr. Bruner
co-founded Pennaco Energy, Inc., a coal bed methane company. In 1996, Mr. Bruner
co-founded RIS Resources International, a natural gas company, and served as a
Director until late 1997.

Mark A. Erickson. Mr. Erickson has served as a Director, Chief Executive
Officer and President of Gasco since February 2001. Mr. Erickson served as
President of Pannonian Energy Inc. from mid-1999 until our merger with Pannonian
Energy in February 2001. In late 1997, Mr. Erickson co-founded Pennaco Energy,
Inc., an AMEX listed oil and gas company with properties in the Powder River
basin of Wyoming. He served as an officer and Director of Pennaco from its
inception until mid-1999. Mr. Erickson served as President of RIS Resources
(USA), a natural gas company from late 1997 to the end of 1998. Mr. Erickson is
a Registered Petroleum Engineer with 18 years of experience in business

development, finance, strategic planning, marketing, project management and
petroleum engineering. He holds a MS in Mineral Economics from the Colorado
School of Mines.

Michael K. Decker. Mr. Decker has served as Director, Executive Vice
President and Chief Operating Officer of Gasco since July 2001. From August 1999
until July 2001, Mr. Decker founded and served as the President of Black Diamond
Energy, LLC. From 1990 to August 1999 Mr. Decker served as the Vice President of
Exploitation of Prima Energy Corporation, a Nasdaq traded oil and gas company.
Prima was recognized by the Denver Business Journal as the "top performing
Colorado based company of the 1990's," with a market return of 1857%. From 1988
to 1990, Mr. Decker was employed by Bonneville Fuels Corporation as a Senior
Geologist. From 1977 to 1988, Mr. Decker was employed by Tenneco Exploration and
Production Company as a Senior Project Geological Engineer. Mr. Decker has
twenty-five years of oil and gas prospecting, development, operations and
mergers and acquisitions experience. He holds a BS degree in Geological
Engineering from the Colorado School of Mines and is the Chairman of the
Potential Gas Committee, an independent natural gas resource assessment
organization.

W. King Grant. Mr. Grant has served as Director and Chief Financial Officer
of Gasco since July 2001. From November 1999 to May 2001, Mr. Grant served as
Executive Vice President and Chief Financial Officer for KEH.com, a
catalog/internet retailer of new and used camera equipment. From February 1997
to March 1999, Mr. Grant was a Senior Vice President in the Natural Resources
Group of ING Baring, LLC where he was responsible for providing financing and
advisory services to mid-cap and smaller energy companies. For the previous
eleven years, Mr. Grant held several positions at Chase Manhattan Bank and its
affiliates, most recently as a Vice President in the Oil & Gas group. Mr. Grant
holds a BSE in Chemical Engineering from Princeton University and an MBA from
the Wharton School at the University of Pennsylvania.

Carmen (Tony) Lotito. Mr. Lotito has served as the Chief Financial Officer,
Treasurer and a Director of Dolphin Energy Corporation since September 2002. Mr.
Lotito has served as a Director of Gasco and as the Chairman of Gasco's Audit
and Compensation Committee since April 2001. Mr. Lotito has served as Vice
President, Chief Financial Officer and a Director of Coriko Corporation, a
private business development company from November 2000 to May 2002. Mr. Lotito
has been a member of Equistar Capital LLC, an investment banking firm since
December 1999. From March 2000 to the present, Mr. Lotito serves as a Director
for Impact Web Development. Prior to joining Coriko from Utah Clay Technology,
Inc., Mr. Lotito was self employed as a financial consultant. In 1988, Mr.
Lotito joined ConAgra, Inc., in San Antonio, Texas as a brand manager. In 1966,
Mr. Lotito joined the firm of Pannell, Kerr Forester & Co. as a senior
accountant in management and audit services for the company's Los Angeles and
San Diego, California offices. Mr. Lotito holds a BS degree in Accounting from
the University of Southern California.

Carl Stadelhofer. Mr. Stadelhofer has served as a Director since February
2001 and a member of the Audit Committee and the Compensation Committee of Gasco
since April 2001. Mr. Stadelhofer is a partner with the law firm of Rinderknecht
Klein & Stadelhofer in Zurich, Switzerland, where he has practiced law for over
twenty years. He was 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. Mr. Sharpe has served as Vice President and Secretary of
Gasco since February 2001. From January 1993 to February 2001, he served as
Executive Vice President of Alpine Gas Company in Denver, Colorado, where he
gained hands-on experience in the development of tight natural gas sands,
basin-centered natural gas exploration and production in Wyoming. Mr. Sharpe 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 as
a full Colonel. Mr. Sharpe holds a MBA from Central Michigan University.

Charles B. Crowell. Mr. Crowell has served as a director and a member of
the audit and compensation committees of Gasco since July 2002. Since 1993, Mr.
Crowell has been a practicing attorney and a consultant to oil and gas
companies, and was a senior member of Crowell & Bishop, PLLC, Attorneys from
November 1995 through June 1998. From September, 1996 until June 2000, Mr.
Crowell held the position of Manager at Enigma Engineering Company, LLC. Mr.
Crowell also worked at Triton Energy Corporation where he held the positions of
Executive Vice President, Administration from November 1991 to May 1993, Senior
Vice President and General Counsel from August 1989 to October 1991 and Vice
President and General Counsel from November 1981 to July 1989. From June 1999 to
February 2001, Mr. Crowell served as a director of Comanche Energy, Inc. He has
also held public directorships at Arakis Energy Corporation from June 1997 to
October 1998, at Aero Services International, Inc. from December, 1989 to May
1993 (where he was Chairman of the Board from August 1990 to December 1992) and
at Triton Europe, plc. from October 1989 to May 1993. Mr. Crowell holds a BA
degree from John Hopkins and a JD from University of Arkansas. He was admitted
to the practice of law in Texas in 1974.

Committees of the Board of Directors

The Board of Directors of Gasco has formed an Executive Committee, an Audit
Committee and a Compensation Committee. The Executive Committee currently
consists of Messrs. Bruner and Erickson. The Audit Committee currently consists
of Messrs. Lotito, Stadelhofer and Crowell. The Compensation Committee currently
consists of Messrs. Lotito, Stadelhofer and Crowell.

Compensation Committee Interlocks and Insider Participation

During 2001, the Compensation Committee of the Board was comprised of
two directors, Mr. Lotito and Mr. Stadelhofer. Neither of these directors is or
was an officer of Gasco or any of its subsidiaries at any time now or in the
past. None of our executive officers serves as a member of the board of
directors or compensation committee of any entity that has one or more of its
executive officers serving as a member of our board of directors or compensation
committee.

Compensation of Directors

During 2001, each of our directors who was not a full-time employee was
paid a monthly director's fee of $2,500. In addition, each director was
reimbursed for reasonable travel expenses incurred in connection with such
director's attendance at Board of Directors and Committee meetings. For 2002,
each of our directors who is not a full-time employee will receive a monthly
director's fee of $2,500.

Executive Compensation

The following table sets forth the compensation paid to our President
and Chief Executive Officer and each of our most highly compensated executive
officers for services rendered during the years ended December 31, 2001 and
2000. The compensation for our other officers are not included as their salary
and bonus for the fiscal year 2001 did not exceed $100,000.

Long Term
Annual Compensation Compensation

Securities
Underlying
Options/ All Other
Name & Principal Position Year Salary Bonus SARs (#) Compensation (1)
- ------------------------- ---- ------ ----- --------- ------------

Mark A. Erickson (2) 2001 $220,000 2,160,000 $1,080
President 2000 $125,000 (2)
Chief Executive Officer

W. King Grant 2001 $155,780 437,000 $2,220
Executive Vice President
Chief Financial Officer

- ----------------------
<FN>

(1) Amount represents the employer contribution to the 401(k) plan of the
individual.
</FN>
<FN>

(2) Includes amounts paid to the individual by Pannonian Energy Inc. prior to
the merger of Pannonian into a subsidiary of Gasco.
</FN>

The following table sets forth information with respect to all stock
options granted during the year ended December 31, 2001 to the named Executive
Officers.

Option/SAR Grants in Last Fiscal Year
Potential Realized Value
at Assumed Annual Rates of
Stock Price Appreciation Grant Date
Individual Grants for Option Term (1) Value
-------------------- ------------ ---------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base Grant Date
Options/SARs Employees in Price Expiration 5% 10% Present
Name Granted Fiscal Year ($/Share) Date Share Price Share Price Value(2)
---- -------- ----------- --------- ---- ----------- ----------- -----

Mark A. Erickson 1,000,000 28 1.00 1/2/11 $630,000 $1,590,000 $ 269,094
910,000 25 2.00 12/31/11 1,146,000 2,902,900

250,000 7 3.00 8/8/11- 533,750 1,395,000
2/8/13 (3)

W. King Grant 200,000 6 3.00 6/22/06-6/22/07(4) 175,500 390,000
137,000 4 2.00 12/31/11 172,620 437,030
100,000 3 3.15 9/22/07-6/22/08(5) 107,500 257,500
<FN>

(1) Securities and Exchange Commission Rules require calculation of
potential realizable value assuming that the market price of the common
stock appreciates in value at 5% and 10% annualized rates from the date
of grant to the expiration date of the option. No gain to an executive
officer is possible without an appreciation in common stock value,
which will benefit all holders of common stock. The actual value an
executive officer may receive depends on market prices for the common
stock, and there can be no assurance that the amounts reflected will
actually be realized.
</FN>
<FN>

(2) As of the date of grant, the exercise price for these options was below
the fair market value of our Common Stock. The fair market value of the
options as of the date of grant was determined using the Black-Scholes
pricing model. The assumptions used in this calculation were as
follows:

Expected dividend yield --
Expected price volatility 50%
Risk-free interest rate 5.5%
Expected life of options 10 years
</FN>
<FN>

(3) Mr. Erickson's options expire at the rate of 62,500 options each six
months during the period from August 8, 2011 until February 8, 2013.
</FN>
<FN>

(4) One hundred thousand of Mr. Grant's options expire on June 22, 2006 and
the remaining 100,000 options expire at the rate of 25,000 options each
quarter during the period from September 22, 2006 until June 22, 2007.
</FN>

<FN>

(5) Mr. Grant's options expire at the rate of 62,500 options each quarter
during the period from September 22, 2007 until June 22, 2008.
</FN>

No options were exercised by executive officers during 2001. The
following table sets forth the value of options held by the executive officers
at December 31, 2001.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs at In-the-Money Options/SARs at
FY-End (#) FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- ---- -------------------------- ----------------------------

Mark A. Erickson 1,972,500/187,500 750,000/0

W. King Grant 287,000/150,000 0/0

<FN>

(1) The value of in-the-money options is equal to the fair market value of
a share of Common Stock on December 31, 2001 of $1.75, less the
exercise price.
</FN>

Employment Agreements

Michael K. Decker. Mr. Decker's 2001 compensation was determined under
the terms of an employment agreement, effective July 1, 2001, between Gasco and
Mr. Decker that expires on June 30, 2004. Mr. Decker serves as Chief Operating
Officer and Executive Vice President of Gasco. Mr. Decker's employment agreement
entitles him to an annual salary of $200,000, subject to increase at the
discretion of the Board of Directors, and an annual bonus equal to 0.75% of
Gasco's cash flow from undrilled properties of the Company. The employment
agreement provides for the award to Mr. Decker of options to purchase 300,000
shares of common stock of the Company pursuant to the terms of the Company's
Stock and Option and Incentive Award Plan at an exercise price of $3.15 per
share. Options to purchase 100,000 shares vested upon the execution of the
agreement and the remaining options vest in equal amounts over the following
eight fiscal quarters. The employment agreement also contains non-compete
provisions in the event of Mr. Decker's termination of employment.

Mr. Decker's employment agreement also includes provisions governing
the payment of severance benefits if his employment is terminated for any other
reason other than his voluntary resignation, death, disability or discharge for
cause. In the event that Mr. Decker's employment is terminated by the Company
without cause or due to certain change of control events, Mr. Decker is entitled
to receive an amount equal to three times the value of his annual salary, bonus,
royalty trust payments and benefits, if terminated prior to the first
anniversary of employment, or an amount equal to five times the value of his
annual salary, bonus, royalty trust payments and benefits, if terminated after
the first anniversary of employment.

Mark A. Erickson. Mr. Erickson's 2001 compensation was determined under
the terms of an employment agreement, effective February 1, 2001, between Gasco
and Mr. Erickson that expires on January 31, 2006. Mr. Erickson serves as Chief
Executive Officer and President of Gasco. Mr. Erickson's employment agreement
entitles him to an annual salary of $240,000, subject to increase at the
discretion of the Board of Directors, and an annual bonus equal to 0.875% of
Gasco's cash flow from undrilled properties of the Company. The employment
agreement provides for the award to Mr. Erickson of options to purchase
1,000,000 shares of common stock of the Company pursuant to the terms of the
Company's Stock and Option and Incentive Award Plan at an exercise price of

$1.00 per share and options to purchase 250,000 shares of common stock of the
Company pursuant to such plan at an exercise price of $2.50 per share. Options
to purchase 1,000,000 shares have vested and the remaining options vest in equal
amounts over the eight fiscal quarters following the effective date of the
agreement. The employment agreement also contains non-compete provisions in the
event of Mr. Erickson's termination of employment.

Mr. Erickson's employment agreement also includes provisions governing
the payment of severance benefits if his employment is terminated for any other
reason other than his voluntary resignation, death, disability or discharge for
cause. In the event that Mr. Erickson's employment is terminated by the Company
without cause or due to certain change of control events, Mr. Erickson is
entitled to receive a cash payment of $1,000,000, if terminated prior to the
first anniversary of employment, or a cash payment of $2,500,000, if terminated
after the first anniversary of employment.

W. King Grant. Mr. Grant's 2001 compensation was determined under the
terms of an employment agreement, effective June 1, 2001, between Gasco and Mr.
Grant that expires on May 31, 2004. Mr. Grant serves as Chief Financial Officer
and Executive Vice President of Gasco. Mr. Grant's employment agreement entitles
him to an annual salary of $120,000, subject to increase at the discretion of
the Board of Directors, and an annual bonus equal to 0.5% of Gasco's cash flow
from undrilled properties of the Company. The employment agreement provides for
the award to Mr. Grant of options to purchase 200,000 shares of common stock of
the Company pursuant to the terms of the Company's Stock and Option and
Incentive Award Plan at an exercise price of $3.00 per share and options to
purchase 100,000 shares of common stock of the Company pursuant to such plan at
an exercise price of $3.15. Options to purchase 100,000 shares at an exercise
price of $3.00 per share vested upon the execution of the agreement and the
remaining options vest in equal amounts over the following eight fiscal
quarters. The employment agreement also contains non-compete provisions in the
event of Mr. Grant's termination of employment.

Mr. Grant's employment agreement also includes provisions governing the
payment of severance benefits if his employment is terminated for any other
reason other than his voluntary resignation, death, disability or discharge for
cause. In the event that Mr. Grant's employment is terminated by the Company
without cause or due to certain change of control events, Mr. Grant is entitled
to receive an amount equal to the greater of one year of annual salary and his
annual salary for the period from the termination of the agreement through the
remaining term of the agreement.

Anti-Dilution Provisions of Employment Agreements and Consulting Agreement

Each of the above Employment Agreements for Messrs. Decker, Erickson
and Grant and the Strategic Consulting Agreement for Mr. Bruner described under
"Related Party Transactions" contains the following described anti-dilution
provision. Upon the completion of any subsequent transaction involving the
issuance of our common stock, or the issuance of any security which is
convertible, by its terms into shares of our common stock, we are required to
grant the person additional options to purchase shares of our common stock at
the same per share price as that involved in the financing. The number of
options granted to the person shall be sufficient to maintain his ownership
interest in Gasco (the ratio of (a) the sum of the number of his unexercised
options (both vested and unvested) plus the number of shares owned by him as
result of exercising options to (b) the total number of outstanding shares of
our common stock plus the number of shares represented by all unexercised
options) at the level that existed immediately prior to such financing.

Report of the Compensation Committee of the Company

The Compensation Committee of the Board of Directors is responsible for
setting and administering the policies that govern the annual compensation and
the long-term compensation for our executive officers. The committee is
currently composed of Mr. Lotito, Mr. Crowell and Mr. Stadelhofer, neither of
whom is employed by us or any of our subsidiaries. The committee makes all
decisions concerning the compensation of executive officers who receive annual
compensation in excess of $100,000 and determines the total amount of bonuses,
if any, to be paid and grants all awards of stock options. The committee's
compensation practices are designed to attract, motivate and retain key
personnel by recognizing individual contributions as well as the overall
performance of our business.

The current executive compensation consists of base salary, potential
cash bonus awards and long-term incentive opportunities in the form of stock
options. Although the committee has not adopted a formal compensation plan,
executive compensation is reviewed by the committee and is set for individual
executive officers based on subjective evaluations of each individual's
performance, our business' performance and a comparison to salary ranges for
similar positions in other companies within the oil and gas industry. The goal
of the committee is to ensure that we retain qualified executives and whose
financial interests are aligned with those of the stockholders.

Base Salaries: The base salary for each executive officer is determined
based on the individual's performance, industry experience and the compensation
levels of industry competitors. The Committee reviews various surveys and
publicly filed documents to determine comparable salary levels within the
industry.

Potential Cash Bonus Awards: The committee does not currently have a
formal cash bonus plan. Cash bonuses may be awarded from time to time for
exceptional effort and performance. The committee considers the achievements of
Gasco to determine the level of the cash bonus, if any, to be awarded. The
committee focuses on our earnings, the return on stockholders' equity, the
growth in proved oil and gas reserves and the successful completion of specific
projects to determine the level of bonus awards, if any.

Stock Options: The committee utilizes stock option awards as a method
of aligning the executives' interests with those of the stockholders by giving
the key employees a direct stake in the performance of Gasco. The committee uses
the same criteria described above to determine the level of stock option awards.
During 2001, 3,011,000 common stock options were granted to our executive
officers.

Compensation of the Chief Executive Officer: During the year ended
December 31, 2001, Mark Erickson, President and Chief Executive Officer received

total compensation of $221,080 which is comprised of an annual salary of
$220,000, which Mr. Erickson is entitled to under his employment agreement, and
deferred compensation pursuant to our 401(k) plan of $1,080. Additionally,
2,160,000 common stock options were granted to Mr. Erickson during 2001. The
committee considered the factors described above to determine that the
compensation paid and the stock options awarded to Mr.Erickson during 2001 were
appropriate.

The foregoing report is made by the Compensation Committee of our Board of
Directors. The members of the committee during 2001 were Mr. Lotito and Mr.
Stadelhofer.

Performance Chart

The following graph shows the changes in the value of $100, over the
period of January, 2001, when our common stock began trading, until December 31,
2001, invested in: (1) Gasco Energy, Inc.; (2) the NASDAQ Market Index; and (3)
a peer group consisting of all the publicly-held companies within SIC code 1311,
Crude Petroleum and Natural Gas, consisting of approximately 190 companies. The
year-end value of each investment is based on share price appreciation and
assumes that $100 was invested on January 1, 2000 and that all dividends were
reinvested. Calculations exclude trading commissions and taxes. The comparison
of past performance in the graph is required by the SEC and is not intended to
forecast or be indicative of possible future performance of our common stock.

As of January 1,
----------------------------
2001 2002
---- ----
Gasco Energy, Inc. $100.00 $50.00
Peer Group Index 100.00 91.75
NASDAQ Market Index 100.00 80.00

RELATED PARTY TRANSACTIONS

Marc A. Bruner Strategic Consulting Agreement. We have entered into a
Strategic Consulting Agreement with Mr. Bruner, effective February 1, 2001, that
expires on January 31, 2006. The agreement entitles Mr. Bruner to an annual fee
of $240,000, subject to increase at the discretion of the Board of Directors,
and an annual bonus payment equal to 0.875% of our cash flow from undrilled
properties. The agreement provides for the award to Mr. Bruner of options to
purchase 200,000 shares of common stock pursuant to the terms of our Stock and
Option and Incentive Award Plan at an exercise price of $2.50 per share. Options
to purchase 50,000 shares vested upon the execution of the agreement and the
remaining options vest in equal amounts over the following eight fiscal
quarters. The employment agreement also contains non-compete provisions in the
event of the termination of the agreement.

Mr. Bruner's agreement also provides for certain payments in the event
that the agreement is terminated for any reason other than his voluntary
termination, death, disability or termination for cause. In the event that Mr.
Bruner's agreement is terminated by us without cause or due to certain change of
control events, Mr. Bruner is entitled to receive a cash payment of $1,000,000,
if terminated prior to the first anniversary of the effective date, or a cash
payment of $2,500,000, if terminated after the first anniversary of the
effective date.

Other Transactions

We paid Mr. Lotito consulting fees of $52,000 and $50,000 during the
years ended December 31, 2001 and 2000, respectively. During 2001, we paid
$240,000 in consulting fees to a company owned by Mr. Bruner. The fees paid to
Mr. Bruner's company are committed through January 31, 2006, under the
consulting agreement described above.

Mr. Decker earned a $28,000 fee and 12,500 shares of our common stock
for consulting services provided in connection with a property acquisition in
2001. Mr. Decker was also paid $22,879 in other consulting fees prior
to his appointment as an officer.

During the first nine months of 2002, Gasco paid $110,266 in consulting
fees to an unrelated third party. The obligation to pay these fees was a joint
and several liability of Gasco and a company of which two of Gasco's directors
have a combined 66.67% ownership.

We have conveyed to employees and founding directors of Pannonian
Energy Inc overriding royalty interests in certain of our properties. These
overriding royalty interests range from a minimum of one half of one percent of
8/8ths (.5%) of production in the aggregate with respect to any lease that has a
net revenue interest (NRI) of 80% or less to a maximum of 2.5 % of 8/8ths of
production in the aggregate with respect to any lease with a NRI greater than
80%, as approved by the Board of Directors of Pannonian Energy Inc.

Recent Developments

We intend to pay a bonus to Howard O. Sharpe in connection with Mr.
Sharpe's contributions in securing the Company's agreement with Shama Zoe
Limited Partnership, dated April 24, 2002, to acquire interests in oil and gas
properties in Wyoming in exchange for 9,500,000 shares of our common stock. In
July 2002, our Board of Directors authorized the payment to Mr. Sharpe of
$300,000 in cash and the issuance of options to purchase 250,000 shares of our
common stock at an exercise price of $1.95 per share, which is equal to the fair
market value of our common stock on April 23, 2002. As of September 30, 2002, we
have paid Mr. Sharpe $30,000 of this bonus and intend to pay the remaining
balance within the next twelve months.

Our management believes that the above transactions and services were
provided in the normal course of business with terms that could be obtained from
non-related sources.

Prior to the consummation of our transaction with Brek Energy
Corporation, Gregory Pek, the president of Brek, was one of our directors and a
member of our executive committee. Upon the closing of the transaction, Mr. Pek
resigned from both positions.

PRINCIPAL STOCKHOLDERS

The following table shows information with respect to the beneficial
ownership of our common stock as of October 31, 2002 by: any individual,
partnership or corporation that is known to the Company, solely by reason of its
examination of Schedule 13D and 13G filings made with the SEC, to be the
beneficial owner of more than 5% of each class of shares issued and outstanding
and each executive officer, director and all executives, officers and directors
as a group. As of October 31, we had 41,688,800 shares of common stock issued
and outstanding. If a person or entity listed in the following table is the
beneficial owner of less than one percent of our common stock outstanding, this
fact is indicated by an asterisk in the table. Unless otherwise noted, each
person listed has sole voting and dispositive power over the shares indicated,
and the address of each stockholder is the same as our address. The number of
shares beneficially owned by a person includes shares that are subject to stock
options or warrants that are exercisable within 60 days of October 31, 2002.
These shares are also deemed outstanding for the purpose of computing their
percentage ownership. These shares are not outstanding for the purpose of
computing the percentage ownership of any other person.

Shares Percentage
Name of Beneficial Owner Beneficially Owned Beneficially Owned

5% or Greater Holders

Shama Zoe Limited Partnership 9,500,000 22.8%
7128 South Poplar Lane
Englewood, Colorado 80112

Richard C. McKenzie(1) 5,216,000 12.5%
114 John Street
Greenwich, Connecticut 06831

Wellington Management Company, LLP(2) 3,000,000 7.2%
75 State Street
Boston, Massachusetts 02109

Directors and Executive Officers

Marc Bruner (3) (4) 5,160,334 11.8%

Mark A. Erickson (3) (5) 4,174,608 9.5%

Michael K. Decker (3) 376,000 *

W. King Grant (3) 517,000 1.2%

Carmen (Tony) Lotito (3) 489,500 1.2%

Carl Stadelhofer (3) 50,000 *

Howard O. Sharpe (3) 361,640 *

Charles B. Crowell -- --

All Directors and Executive Officers as a 11,129,082 23.8%
Group (7 persons) (3) (4) (5)
- ---------------

(1) The common stock held by Mr. McKenzie includes 599,600 shares held by
him and his wife as co-trustees, 15,000 shares held by his wife and
10,000 shares held by a foundation.

(2) Wellington Management Company, LLP acts as advisor to and has the
power to vote shares owned by J. Caird Partners, L.P., which owns
1,800,000 shares of our common stock, and J. Caird Investors (Bermuda)
L.P., which owns 1,200,000 shares of our common stock. Wellington
Management is considered a beneficial owner of the shares set forth in
the table solely by reason of its voting power.

(3) The following number of shares of common stock issuable upon the
exercise of options that are exercisable within 60 days of October 31,
2002 are included in the amounts shown: Mr. Bruner, 2,112,500 shares;
Mr. Erickson, 2,097,500 shares; Mr. Decker, 339,000 shares; Mr. Grant,
287,000 shares; Mr. Lotito, 37,500 shares; Mr. Stadelhofer, 50,000
shares; and Mr. Sharpe, 187,500 shares. Mr. Lotito shares voting and
investment power with respect to 250,000 of the common shares listed
as held by him with Equistar Capital, a company in which he is a
member.

(4) The common stock held by Mr. Bruner includes 8,707 shares of common
stock that is held by Resource Venture Management, which is a company
owned by Mr. Bruner.

(5) The common stock held by Mr. Erickson includes 56,084 shares of common
stock owned by his wife as custodian for their children.

SELLING STOCKHOLDERS

No stockholder may offer or sell shares of our common stock under this
prospectus unless such stockholder has notified us of his or her intention to
sell shares of our common stock and this prospectus has been declared effective
by the SEC, and remains effective at the time such selling stockholder offers or
sells such shares. We are required to amend this prospectus to reflect material
developments in our business, financial position and results of operations. Each
time we file an amendment to this prospectus with the SEC, it must first be
declared effective prior to the offer or sale of shares of our common stock by
the selling stockholders. The common stock covered by this prospectus is to be
offered for the account of the following selling stockholders:

Number and % of
Number of Shares Outstanding Shares of Common
Number of Shares of of Common STock Stock Owned After
Common Stock Owned Offered Hereunder Completion of Offering
Name of Selling Stockholder

Shama Zoe Limited Partnership 9,500,000 9,500,000 -0-
Richard C. McKenzie, Jr. 5,216,000 1,000,000 4,216,000 (10.1%)
Gryphon Master Fund, L.P. 1,000,000 1,000,000 -0-
Big Cat Energy Partners, L.P. 500,000 500,000 -0-
Renaissance U.S. Growth Investment Trust,
PLC 250,000 250,000 -0-
HSBC Global Custody Nominee (U.K.) Limited 500,000 500,000 -0-
J. Caird Partners, L.P. 1,800,000 1,800,000 -0-
J. Caird Investors (Bermuda) L.P. 1,200,000 1,200,000 -0-
Renaissance Capital Growth and Income
Fund III, Inc. 250,000 250,000 -0-

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.0001 per share, and 5,000,000 shares of preferred stock, par
value $.001 per share, 1,000 shares of which are designated as Series A
Preferred Stock. As of November 13, 2002, we had 41,688,800 shares of common
stock and no shares of preferred stock issued and outstanding.

Common Stock

Holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Because holders of common stock do
not have cumulative voting rights, the holders of a majority of the shares of
common stock can elect all of the members of the board of directors standing for
election, subject to the rights, powers and preferences of any outstanding
series of preferred stock. Subject to the rights and preferences of any
preferred stock that are outstanding or that we may issue in the future, the
holders of common stock are entitled to receive:

o dividends as may be declared by our board of directors; and

o pro rata, based on the number of shares held, all of our assets
available for distribution to our common stockholders in liquidation.

There are no redemption or sinking fund provisions applicable to the common
stock. All outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

Subject to the provisions of our articles of incorporation and legal
limitations, our board of directors has the authority, without further vote or
action by the stockholders:

o to issue up to 5,000,000 shares of preferred stock in one or more
series; and

o to fix the rights, preferences, privileges and restrictions of our
preferred stock, including provisions related to dividends,
conversion, voting, redemption, liquidation and the number of shares
constituting the series or the designation of that series, which may
be superior to those of the common stock.

There are no shares of preferred stock outstanding as of the date of this
offering, and we have no present plans to issue any shares of preferred stock.

The issuance of shares of preferred stock by our board of directors as described
above may adversely affect the rights of the holders of our common stock. For
example, preferred stock may rank prior to the common stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of common stock. The issuance of shares of
preferred stock may discourage third-party bids for our common stock or may
otherwise adversely affect the market price of the common stock. In addition,
the preferred stock may enable our board of directors to make more difficult or
to discourage attempts to obtain control of our company through a hostile tender
offer, proxy contest, merger or otherwise or to make changes in our management.

Anti-Takeover Provisions of Our Articles of Incorporation and Bylaws

Our articles of incorporation and bylaws contain several provisions
that could delay or make more difficult the acquisition of us through a hostile
tender offer, open market purchases, proxy contest, merger or other takeover
attempt that a stockholder might consider in his or her best interest, including
those attempts that might result in a premium over the market price of our
common stock.

Written Consent of Stockholders

Our bylaws provide that any action required or permitted to be taken by our
stockholders may be taken at a duly called meeting of stockholders or by the
written consent of 100% of the outstanding voting power.

Special Meetings of Stockholders

Subject to the rights of the holders of any series of preferred stock, our
by-laws provide that special meetings of the stockholders may only be called by
the Chairman of the board of directors by the resolution of a majority of our
board of directors, by our President or by one of our Vice Presidents.

Advance Notice Procedure for Director Nominations and Stockholder Proposals

Our bylaws provide that adequate notice must be given to nominate
candidates for election as directors or to make proposals for consideration at
annual meetings of stockholders. Notice of a stockholder's intent to nominate a
director must be delivered to or mailed and received at our principal executive
offices as follows:

o for an election to be held at the annual meeting of stockholders, not later
than 120 calendar days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; and

o for an election to be held at a special meeting of stockholders, not later
than the later of (1) 90 calendar days prior to the special meeting or (2)
10 calendar days following the public announcement of the special meeting.

Notice of a stockholder's intent to raise business at an annual meeting
must be received at our principal executive offices not later than 90 calendar
days prior to the anniversary date of the preceding annual meeting of
stockholders.

These procedures may operate to limit the ability of stockholders to
bring business before a stockholders meeting, including the nomination of
directors and the consideration of any transaction that could result in a change
in control and that may result in a premium to our stockholders.

Amendment of the Bylaws

Our board of directors may amend or repeal the bylaws and adopt new bylaws.
The holders of common stock may amend or repeal the bylaws and adopt new bylaws
by a majority vote.

Limitation of Liability of Officers and Directors

Our directors will not be personally liable to our company or our
stockholders for monetary damages for breach of fiduciary duty as a director,
except, if required by Nevada law, for liability:

o for any breach of the duty of loyalty to our company or our
stockholders;

o for acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law;

o for unlawful payment of a dividend or unlawful stock purchases or
redemptions; and

o for any transaction from which the director derived an improper
personal benefit.

As a result, neither we nor our stockholders have the right, through
stockholders' derivative suits on our behalf, to recover monetary damages
against a director for breach of fiduciary duty as a director, including
breaches resulting from grossly negligent behavior, except in the situations
described above.

Nevada Takeover Statute

Under the terms of our articles of incorporation and as permitted under
Nevada law, we have elected not to be subject to Nevada's anti-takeover law.
This law provides that specified persons who, together with affiliates and
associates, own, or within three years did own, 15% or more of the outstanding
voting stock of a corporation could not engage in specified business
combinations with the corporation for a period of three years after the date on
which the person became an interested stockholder. The law defines the term
"business combination" to encompass a wide variety of transactions with or
caused by an interested stockholder, including mergers, asset sales and other
transactions in which the interested stockholder receives or could receive a
benefit on other than a pro rata basis with other stockholders. With the
approval of our stockholders, we may amend our articles of incorporation in the
future to become governed by the anti-takeover law. This provision would then
have an anti-takeover effect for transactions not approved in advance by our
board of directors, including discouraging takeover attempts that might result
in a premium over the market price for the shares of our common stock. By opting
out of the Nevada anti-takeover law, third parties could pursue a takeover
transaction that was not approved by our board of directors.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is ComputerShare
Investor Services, and its telephone number is (303) 262-0600.

PLAN OF DISTRIBUTION

As of the date of this prospectus, we have not been advised by the selling
stockholders as to any plan of distribution. Distributions of the shares by the
selling stockholders, or by their partners, pledgees, donees (including
charitable organizations), transferees or other successors in interest, may from
time to time be offered for sale either directly by such person or entities, or
through underwriters, dealers or agents or on any exchange on which the shares
may from time to time be traded, in the over-the-counter market, or in
independently negotiated transactions or otherwise. The methods by which the
shares may be sold include:

o a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate
the transaction;

o purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account pursuant to this prospectus;

o exchange distributions and/or secondary distributions;

o sales in the over-the-counter market;

o underwritten transactions;

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

o privately negotiated transactions.

Such transactions may be effected by the selling stockholders at market prices
prevailing at the time of sale or at negotiated prices. The selling stockholders
may effect such transactions by selling the common stock to underwriters or to
or through broker-dealers, and such underwriters or broker-dealers may receive
compensations in the form of discounts or commissions from the selling
stockholders and may receive commissions from the purchasers of the common stock
for whom they may act as agent. The selling stockholders may agree to indemnify
any underwriter, broker-dealer or agent that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act. We have agreed to register the shares for sale
under the Securities Act and to indemnify the selling stockholders and each
person who participates as an underwriter in the offering of the shares against
certain civil liabilities, including certain liabilities under the Securities
Act.

In connection with sales of the common stock under this prospectus, the selling
stockholders may enter into hedging transactions with broker-dealers, who may in
turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling stockholders also may sell shares of common
stock short and deliver them to close out the short positions, or loan or pledge
the shares of common stock to broker-dealers that in turn may sell them.

The selling stockholders and any underwriters, dealers or agents that
participate in distribution of the shares may be deemed to be underwriters, and
any profit on sale of the shares by them and any discounts, commissions or
concessions received by any underwriter, dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act.

There can be no assurances that the selling stockholders will sell any or all of
the shares offered under this prospectus.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered by
this prospectus will be passed on for us by Dill, Dill, Carr, Stonbraker &
Hutchings, P.C., Denver, Colorado.

EXPERTS

The consolidated financial statements as of December 31, 2001 and for
the year then ended, and for the period from May 21, 1998 (inception) to
December 31, 2001 included in this prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing herein,
and have been so included in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

The consolidated balance sheet as of December 31, 2000 and the related
statements of operations, stockholders' equity and cash flows for the year then
ended have been included in this prospectus and elsewhere in the registration
statement in reliance upon the reports of Wheeler Wasoff, P.C., independent
auditors, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

The consolidated statements of operations, stockholders' equity and
cash flows from inception to May 21, 1998 through December 31, 1999 have been
included in this prospectus and elsewhere in the registration statement in
reliance upon the reports of HJ & Associates, LLC., independent accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement we file with the
Securities and Exchange Commission. This prospectus does not contain all of the
information contained in the registration statement and all of the exhibits and
schedules thereto. For further information about Gasco Energy, Inc., please see
the complete registration statement. Summaries of agreements or other documents
in this prospectus are not necessarily complete. Please refer to the exhibits to
the registration statement for complete copies of such documents.

We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934. You may read and copy any document we file at
the following Securities and Exchange Commission public reference rooms:

450 Fifth Street, N.W. 233 Broadway Citicorp Center
Judiciary Plaza Woolworth Building 500 West Madison Street
Room 1024 New York, NY 10048 Suite 1400
Washington, D.C. 20549 Chicago, IL 60661

You may also inspect and copy our Securities and Exchange Commission
filings, the complete registration statement and other information at the
offices of the New York Stock Exchange located at 20 Broad Street, 16th Floor,
New York, New York 10005.

You may obtain information on the operation of the public reference
room in Washington, D.C. by calling the Securities and Exchange Commission at
1-800-SEC-0330.

We file information electronically with the Securities and Exchange
Commission. Our Securities and Exchange Commission filings also are available
from the Securities and Exchange Commission's Internet site at

http://www.sec.gov, which contains reports, proxy and information statements and
other information regarding issuers that file electronically.

GLOSSARY OF NATURAL GAS AND OIL TERMS

The following is a description of the meanings of some of the natural
gas and oil industry terms used in this prospectus.

Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used in this
prospectus in reference to crude oil or other liquid hydrocarbons.

Bbl/d. One Bbl per day.

Bcf. Billion cubic feet of natural gas.

Bcfe.Billion cubic feet equivalent, determined using the ratio of six Mcf
of natural gas to one Bbl of crude oil, condensate or natural gas
liquids.

Btu or British Thermal Unit. The quantity of heat required to raise the
temperature of one pound of water by one degree Fahrenheit.

Completion. The installation of permanent equipment for the production of
natural gas or oil, or in the case of a dry hole, the reporting of
abandonment to the appropriate agency.

Condensate. Liquid hydrocarbons associated with the production of a
primarily natural gas reserve.

Developed acreage. The number of acres that are allocated or assignable to
productive wells or wells capable of production.

Development well. A well drilled into a proved natural gas or oil reservoir
to the depth of a stratigraphic horizon known to be productive.

Dry hole. A well found to be incapable of producing hydrocarbons in
sufficient quantities such that proceeds from the sale of such
production exceed production expenses and taxes.

Exploratory well. A well drilled to find and produce natural gas or oil
reserves not classified as proved, to find a new reservoir in a field
previously found to be productive of natural gas or oil in another
reservoir or to extend a known reservoir.

Farm-in or farm-out. An agreement under which the owner of a working
interest in a natural gas and oil lease assigns the working interest
or a portion of the working interest to another party who desires to
drill on the leased acreage. Generally, the assignee is required to
drill one or more wells in order to earn its interest in the acreage.
The assignor usually retains a royalty or reversionary interest in the
lease. The interest received by an assignee is a "farm-in" while the
interest transferred by the assignor is a "farm-out."

Field. An area consisting of either a single reservoir or multiple
reservoirs, all grouped on or related to the same individual
geological structural feature and/or stratigraphic condition.

Gross acres or gross wells. The total acres or wells, as the case may be,
in which a working interest is owned.

Lead.A specific geographic area which, based on supporting geological,
geophysical or other data, is deemed to have potential for the
discovery of commercial hydrocarbons.

MBbls. Thousand barrels of crude oil or other liquid hydrocarbons.

Mcf. Thousand cubic feet of natural gas.

Mcfe.Thousand cubic feet equivalent, determined using the ratio of six Mcf
of natural gas to one Bbl of crude oil, condensate or natural gas
liquids.

MMBls. Million barrels of crude oil or other liquid hydrocarbons.

MMBtu. Million British Thermal Units.

MMcf. Million cubic feet of natural gas.

MMcf/d. One MMcf per day.

MMcfe. Million cubic feet equivalent, determined using the ratio of six Mcf
of natural gas to one Bbl of crude oil, condensate or natural gas
liquids.

Net acres or net wells. The sum of the fractional working interest owned
in gross acres or wells, as the case may be.

Net feet of pay. The true vertical thickness of reservoir rock estimated
to both contain hydrocarbons and be capable of contributing to
producing rates.

Present value of future net revenues or present value or PV-10. The pretax
present value of estimated future revenues to be generated from the
production of proved reserves calculated in accordance with SEC
guidelines, net of estimated production and future development costs,
using prices and costs as of the date of estimation without future
escalation, without giving effect to non-property related expenses
such as general and administrative expenses, debt service and
depreciation, depletion and amortization, and discounted using an
annual discount rate of 10%.

Productive well. A well that is found to be capable of producing
hydrocarbons in sufficient quantities such that proceeds from the sale
of the production exceed production expenses and taxes.

Prospect. A specific geographic area which, based on supporting geological,
geophysical or other data and also preliminary economic analysis using
reasonably anticipated prices and costs, is deemed to have potential
for the discovery of commercial hydrocarbons.

Proved developed reserves. Reserves that can be expected to be recovered
through existing wells with existing equipment and operating methods.

Proved reserves. The estimated quantities of oil, natural gas and natural
gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known
reservoirs under existing economic and operating conditions.

Proved undeveloped reserves. Reserves that are expected to be recovered
from new wells on undrilled acreage or from existing wells where a
relatively major expenditure is required for recompletion.

Reservoir. A porous and permeable underground formation containing a
natural accumulation of producible natural gas and/or oil that is
confined by impermeable rock or water barriers and is separate from
other reservoirs.

Undeveloped acreage. Lease acreage on which wells have not been drilled or
completed to a point that would permit the production of commercial
quantities of natural gas and oil regardless of whether such acreage
contains proved reserves.

Working interest. The operating interest that gives the owner the right to
drill, produce and conduct operating activities on the property and
receive a share of production.

INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Report F-2

Independent Auditors Report F-3

Report of Independent Accountants F-4

Consolidated Balance Sheets at December 31, 2001 and 2000 F-5

Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999 and for the period from
May 21, 1998 (inception) to December 31, 2001 F-6

Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 2001, 2000 and 1999 F-7

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999 F-8

Notes to Year-End Consolidated Financial Statements F-9

Consolidated Balance Sheets at September 30, 2002 (Unaudited)
and December 31, 2001 F-20

Consolidated Statements of Operations for the Three Months Ended
September 30, 2002 and 2001 (Unaudited) F-21

Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2001 and 2002 (Unaudited) F-23

Notes to Unaudited Quarterly Consolidated Financial Statements F-24

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Gasco Energy, Inc.:

We have audited the accompanying consolidated balance sheet of Gasco Energy,
Inc. and subsidiaries (the "Company"), a development stage company, (formerly
known as San Joaquin Resources, Inc.) as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended, and for the period from May 21, 1998 (date of
incorporation) to December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The Company's
financial statements as of December 31, 2000 and for the year then ended and for
the period May 21, 1998 (date of incorporation) through December 31, 2000 and
the financial statements for the year ended December 31, 1999 and for the period
May 21, 1998 (date of incorporation) through December 31, 1999 were audited by
other auditors whose reports, dated September 20, 2001 and December 4, 2000,
expressed unqualified opinions on those statements, and the report for the year
ended December 31, 1999, included an explanatory paragraph describing conditions
which raised substantial doubt about the Company's ability to continue as a
going concern. The financial statements for the period May 21, 1998 (date of
incorporation) through December 31, 2000 reflect total revenues and net loss of
$200,000 and $1,586,095, respectively, of the related totals. The other
auditors' reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for such prior periods, is based solely on the
reports of such other auditors.

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

In our opinion, based on our audit and the reports of other auditors, such
consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2001, and the results of
its operations and its cash flows for the year then ended, and for the period
from May 21, 1998 (date of incorporation) to December 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Denver, Colorado
March 15, 2002

F-2

INDEPENDENT AUDITOR'S REPORT

To The Board of Directors and Stockholders GASCO ENERGY, INC.

We have audited the accompanying balance sheet of Gasco Energy, Inc. (formerly
known as Pannonian Energy Inc.) and subsidiaries (a development stage company)
as of December 31, 2000, the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended, and cumulative
amounts from inception to December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The consolidated
financial statements of the Company as of December 31, 1998 and 1999 were
audited by other auditors whose report dated December 4, 2000 included an
explanatory paragraph describing conditions which raise substantial doubt about
the Company's ability to continue as a going concern.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Gasco
Energy, Inc. and its subsidiaries as of December 31, 2000, and the results of
their operations and their cash flows for the year then ended and cumulative
amounts from inception to December 31, 2000 in conformity with accounting
principals generally accepted in the United States of America.

Wheeler Wasoff, P.C.

Denver, Colorado
September 20, 2001

F-3

Report of Independent Accountants

To the Board of Directors and Shareholders of Gasco Energy, Inc. (formerly
Pannonian Energy, Inc.)

In our opinion, the accompanying statements of operations, changes in
stockholders equity and cash flows from inception on May 21, 1998 through
December 31, 1999 present fairly, in all material respects, the results of
operations and cash flows of Gasco Energy, Inc, (formerly Pannonian Energy,
Inc.) from inception on May 21, 1998 through December 31, 1999 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying financial statements from inception on May 21, 1998 through
December 31, 1999 have been prepared assuming that the Company will continue as
a going concern. As discussed in Note 2 to the December 31, 1999 financial
statements (not presented separately herein) the Company has suffered recurring
losses from operations and net operating cash outflows that 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 to the December 31, 1999
financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
December 4, 2000

Removed: dual dating in signature line (,except as to last two paragraphs in
note 8 as to which the date is January 31, 2001)

F-4

GASCO ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

December 31,
2001 2000
ASSETS

CURRENT ASSETS

Cash and cash equivalents $ 12,296,585 $ 881,041
Accounts receivable and prepaid expenses 157,099 13,923
Due from joint interest partners - 113,020
----------- -------
Total Current Assets 12,453,684 1,007,984

OIL AND GAS PROPERTIES, at cost, accounted for using
the full cost method of accounting 9,152,740 1,991,290

PROPERTY AND EQUIPMENT, net 52,101 7,985
------------- ------------

$ 21,658,525 $ 3,007,259
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 593,100 $ 221,972
Accrued bonus payable 423,000
Notes payable-related 544,280
Notes payable-other 239,102
--------- -------
Total Current Liabilities 593,100 1,428,354
-------- ---------

COMMITMENTS (see Note 9)

STOCKHOLDERS' EQUITY
Series A Convertible Redeemable preferred stock-$.001 par value; 5,000,000
shares authorized; 1,000 shares issued and outstanding in 2001, none in
2000 1 -
Common stock-$.0001 par value; 100,000,000 shares authorized; 27,252,500
shares issued and 27,178,800 shares outstanding in 2001; 13,800,595
shares issued and outstanding in 2000 2,725 1,380
Additional paid in capital 38,569,923 3,163,620
Deferred compensation (261,375)
Deficit accumulated during the development stage (17,115,554) (1,586,095)
Less cost of treasury stock of 73,700 common shares in 2001 (130,295) -
--------- ----------
21,065,425 1,578,905
---------- ---------

$ 21,658,525 $ 3,007,259
============= ============

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

F-5

GASCO ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS

Cumulative
For the Year Ended from Inception
December 31, to December 31,
2001 2000 1999 2001

REVENUES

Oil and gas $ 36,850 - - $ 36,850
Gain on sale of permit - $ 200,000 - 200,000
Interest 193,352 193,352
-------- ---------- --------- -------

230,202 200,000 $ - 430,202
--------- --------- -------- - ---------

OPERATING EXPENSES
General and administrative 4,331,825 951,734 738,153 6,027,175
Lease operating 12,679 - - 12,679
Interest 67,363 61,776 13,347 142,486
------------ ----------- --------- -------
4,411,867 1,013,510 751,500 6,182,340
------------ ---------- -------- ---------

OTHER INCOME (EXPENSES) 52,206 (29,751) 14,666 36,584
------------ ---------- --------- ----------

NET LOSS (4,129,459) (843,261) (736,834) (5,715,554)
----------- --------- --------- -----------

Series A Convertible Redeemable
Preferred Stock deemed distribution (11,400,000) (11,400,000)
------------ ---------- ----------- ------------

NET LOSS ATTRIBUTABLE TO
COMMON SHAREHOLDERS $ (15,529,459) $(843,261) $(736,834) $ (17,115,554)
============== ========== ========== ==============

NET LOSS PER COMMON SHARE
BASIC AND DILUTED $ (0.63) $ (0.06) $ (0.06) $ (1.01)
========== ======== ======== ============

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 24,835,144 13,800,595 11,923,093 16,998,353
=========== =========== ============= ==========

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

F-6

GASCO ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Convertible Redeemable
Preferred Stock Common Stock Additional Deferred Accumulated Treasury Total
Shares Amount Shares Amount Paid in Capital Compensation Deficit Stock

Balance, at Inception
(May 21, 1998)
Net loss $ (6,000) $ (6,000)
------- ------ ------- ------- ------------ --------- --------- ------- ----------
Balance, December 31, 1998 (6,000) (6,000)
Issuance of common shares 13,800,595 $1,380 $ 3,163,620 3,165,000
Net loss (736,834) (736,834)
------- ----- --------- ----- ------------ --------- ---------- ------- -----------
Balance, December 31, 1999 13,800,595 1,380 3,163,620 (742,834) 2,422,166
Net loss (843,261) (843,261)
------- ---- --------- ----- ------------ ---------- ---------- ------- ----------
Balance, December 31, 2000 13,800,595 1,380 3,163,620 (1,586,095) 1,578,905
Distribution of assets (2,023,568) (2,023,568)
Issuance of common shares
in connection with
reverse acquisition of San
Joaquin Resources, Inc. 9,549,405 955 571,389 572,344
Issuance of 1,000 convertible
redeemable preferred shares 1,000 $ 1 17,430,366 17,430,367
Issuance of common shares 3,902,500 390 7,343,147 7,343,537
Options issued for services 686,148 $ (686,148)
Amortization of deferred
compensation expense 423,594 423,594
Deemed distribution 11,400,000 (11,400,000)
Repurchase of common stock (130,295) (130,295)
Net loss (4,129,459) (4,129,459)
------- ----- ----------- ----- ------------ ----------- ----------- ---------- -----------
Balance, December 31, 2001 1,000 1 27,252,500 $2,725 $ 38,571,102 $ (262,554) $ (17,115,554) $(130,295) $ 21,065,425
====== ===== =========== ===== ============ ============ ============ ============ ============

<FN>

The accompanying notes are an integral part of the consolidated
financial statements.
</FN>

F- 7

GASCO ENERGY, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cumulative
For the Years Ended from Inception
December 31, to December 31,
2001 2000 1999 2001

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ (4,129,459) $ (843,261) $ (736,834) $ (5,715,554)
Adjustments to reconcile net loss to net cash used by
operating activities
Depreciation and abandonment expense 5,760 16,347 537 22,644
Stock option compensation 423,594 50,000 473,594
Non-cash charges for legal and interest expense 213,831 213,831
Gain on sale of permit (200,000) (200,000)
Changes in assets and liabilities provided (used)
cash net of noncash activity
Accounts receivable and prepaids 11,323 23,449 (37,372) (157,099)
Accounts payable and accruals (51,872) 609,249 20,082 593,100
-------- -------- ------- -------
Net cash used by operating activities (3,740,654) (180,385) (703,587) (4,769,484)
---------- --------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for equipment (49,876) - (3,582) (53,458)
Cash paid for oil and gas properties (7,395,867) (566,204) (884,919) (8,702,132)
Cash received upon recapitalization and merger 265,029 - - 265,029
Proceeds from sale of oil and gas interests 1,394,797 1,394,797
--------- --------- ----------- ----------
Net cash provided by (used in) investing activities (7,180,714) 828,593 (888,501) (7,095,764)
--------- --------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 6,826,218 1,515,000 8,341,218
Proceeds from sale of preferred stock 19,000,000 19,000,000
Repurchase of common shares (130,295) (130,295)
Cash paid for offering costs (2,144,468) (2,144,468)
Proceeds from short-term borrowings 500,000 252,871 316,991 1,069,862
Repayments of short-term borrowings (714,543) (183,528) (76,413) (974,484)
Distribution to Rubicon Oil and Gas, Inc. (1,000,000) (1,000,000)
----------- ---------- ---------- ------------
Net cash provided by financing activities 22,336,912 69,343 1,755,578 24,161,833
---------- --------- ---------- ------------
NET INCREASE IN CASH 11,415,544 717,551 163,490 12,296,585

CASH, BEGINNING OF PERIODS 881,041 163,490 -- --
--------- -------- ----------- ------------
CASH, END OF PERIODS $ 12,296,585 $881,041 $163,490 $ 12,296,585
============= ========== ========== =============

<FN>

The accompanying notes are an integral part of the
consolidated financial statements.
</FN>

F-8

GASCO ENERGY INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

NOTE 1 - ORGANIZATION

Gasco Energy, Inc. ("Gasco" or the "Company") (formerly known as San Joaquin
Resources Inc. ("SJRI")) is an independent energy company engaged in the
exploration, development and acquisition of crude oil and natural gas reserves
in the western United States.

On February 1, 2001, SJRI, a Nevada corporation, and Pannonian Energy, Inc.
("Pannonian"), a Delaware corporation, entered into an Agreement and Plan of
Reorganization (the "Pannonian Agreement") whereby a subsidiary of SJRI merged
into Pannonian and SJRI issued 14,000,000 shares of its common stock to the
former shareholders of Pannonian in exchange for all of the outstanding shares
and warrants of Pannonian. Certain shareholders of SJRI surrendered for
cancellation 2,438,930 common shares of the Company's capital in connection with
the transaction, and as a result the existing shareholders of Pannonian acquired
control of the combined company. For financial reporting purposes this business
combination is accounted for as a reverse acquisition with Pannonian as the
accounting acquirer.

The reverse acquisition was valued at $572,344 and was allocated as follows:

Oil and gas properties $ 265,836
Receivables, prepaid and other, net 41,479
Cash 265,029
------------------

Net assets acquired $ 572,344
==================

The Company is considered a development stage company, as were both Pannonian
and SJRI, as defined by Statement of Accounting Standards No. 7.

Under the terms of the Pannonian Agreement, Pannonian was required, prior to
closing of the merger on March 30, 2001, to divest itself of all assets not
associated with its "Riverbend" area of interest (the non-Riverbend assets). The
"spin-offs" were accounted for at the recorded amounts. The net book value of
the non-Riverbend assets in the United States transferred, including cash of
$1,000,000 and liabilities of $555,185, was approximately $1,850,000. The
non-Riverbend assets located outside the United States were held by Pannonian
International Ltd. ("PIL"), the shares of which were distributed to the
Pannonian stockholders. The book value of PIL as of the date of distribution was
approximately $174,000.

The following (unaudited) pro forma information presents the financial
information of the Company as if the consolidation of Gasco and Pannonian had
taken place on January 1 of each year presented. The pro forma results are not
indicative of future results.

For the Year Ended December 31,
-------------------------------
2001 2000
----------------------------------- ----------------------------------
As Reported Pro Forma As Reported Pro Forma

Revenue $ 36,850 $ 36,850 $ - $ -

Net loss (4,129,459) (4,172,061) (843,261) (1,047,888)

Net loss per share basic
and diluted $ (0.63) $ (0.63) $ (0.06) $ (0.09)
========= ============== ========= ========

F-9

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include Gasco and its wholly
owned subsidiaries, Pannonian and San Joaquin Oil and Gas, Ltd. as of December
31, 2001. The consolidated financial statements as of and for the year ended
December 31, 2000 include Pannonian and its wholly owned subsidiary PIL. The
statements for the year ended December 31, 1999 include only Pannonian. All
significant intercompany transactions have been eliminated upon consolidation.

All share and per share amounts included in these financial statements have been
restated to show the retroactive effect of the conversion of Pannonian shares
into SJRI/Gasco shares.

Cash and Cash Equivalents

All highly liquid investments purchased with an initial maturity of three months
or less are considered to be cash equivalents.

Property, Plant and Equipment

The Company follows the full cost method of accounting whereby all costs related
to the acquisition and development of oil and gas properties are capitalized
into a single cost center ("full cost pool"). Such costs include lease
acquisition costs, geological and geophysical expenses, overhead directly
related to exploration and development activities and costs of drilling both
productive and non-productive wells. Proceeds from property sales are generally
credited to the full cost pool without gain or loss recognition unless such a
sale would significantly alter the relationship between capitalized costs and
the proved reserves attributable to these costs. A significant alteration would
typically involve a sale of 25% or more of the proved reserves related to a
single full cost pool.

Depletion of exploration and development costs and depreciation of production
equipment is computed using the units of production method based upon estimated
proved oil and gas reserves. The costs of unproved properties are withheld from
the depletion base until such time as they are either developed or abandoned.
The properties are reviewed periodically for impairment. For depletion and
depreciation purposes, relative volumes of oil and gas production and reserves
are converted at the energy equivalent rate of six thousand cubic feet of
natural gas to one barrel of crude oil. Gasco's wells began producing in late
October of 2001; therefore, the Company does not have sufficient production
information by which reserves can be estimated. Because of this, and because the
costs associated with the Company's oil and gas properties relate to projects
which have not yet been associated with proved reserves, the Company has not
recorded depletion expense during the year ended December 31, 2001.

Under the full cost method of accounting, capitalized oil and gas property costs
less accumulated depletion and net of deferred income taxes may not exceed an
amount equal to the present value, discounted at 10%, of estimated future net
revenues from proved oil and gas reserves plus the cost, or estimated fair
value, if lower of unproved properties. Should capitalized costs exceed this
ceiling, an impairment is recognized. The present value of estimated future net
revenues is computed by applying current prices of oil and gas to estimated
future production of proved oil and gas reserves as of period-end, less
estimated future expenditures to be incurred in developing and producing the
proved reserves assuming the continuation of existing economic conditions. Under
the full cost method of accounting the Company is not currently required to
perform a ceiling test, as described above, because the Company's oil and gas
property costs relate to unevaluated or unproved properties which are not
associated with proved reserves.

Impairment of Long-lived Assets

The Company's unproved properties are evaluated periodically for the possibility
of potential impairment. Other than oil and gas properties, the Company has no
other long-lived assets and to date has not recognized any impairment losses.

Revenue Recognition

Oil and gas revenue is recognized as income when the oil or gas is produced and
sold.

F-10

Computation of Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss)
attributable to the common shareholders by the weighted average number of common
shares outstanding during the reporting period. Diluted income per common share
includes the potential dilution that could occur upon exercise of the options to
acquire common stock computed using the treasury stock method which assumes that
the increase in the number of shares is reduced by the number of shares which
could have been repurchased by the Company with the proceeds from the exercise
of the options (which were assumed to have been made at the average market price
of the common shares during the reporting period). The options described in Note
3 have not been included in the computation of diluted income (loss) per share
during all periods because their inclusion would have been anti-dilutive.

Use of Estimates

The preparation of the financial statements for the Company 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 these estimates.

Other Comprehensive Income

The Company does not have any items of other comprehensive income for the years
ended December 31, 2001, 2000 and 1999. Therefore, total comprehensive income
(loss) is the same as net income (loss) for these periods.

Income Taxes

The Company uses the liability method of accounting for income taxes under which
deferred tax assets and liabilities are recognized for the future tax
consequences of temporary differences between the accounting bases and the tax
bases of the Company's assets and liabilities. The deferred tax assets and
liabilities are computed using enacted tax rates in effect for the year in which
the temporary differences are expected to reverse.

Stock Based Compensation

The Company accounts for its stock-based compensation using Accounting
Principles Board's Opinion No. 25 ("APB No. 25"). Under APB No. 25, compensation
expense is recognized for stock options with an exercise price that is less than
the market price on the grant date of the option. For stock options with
exercise prices at or above the market value of the stock on the grant date, the
Company adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS
123"). Under SFAS 123, the Company provides pro forma information regarding net
income (loss) as if compensation expense for the options granted had been
determined in accordance with the fair value method of SFAS 123.

Concentration of Credit Risk

The Company's cash equivalents are exposed to concentrations of credit risk. The
Company manages and controls this risk by investing these funds with a major
financial institution.

Recent Accounting Pronouncements

In June 2001, SFAS No. 141, "Business Combinations" was issued by the FASB.
SFAS No. 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. The Company has evaluated
the provisions of this statement and has determined it will have no impact on
its financial position or results of operations.

F-11

adoption of this statement. Goodwill and certain intangible assets will remain
on the balance sheet and not be amortized. On an annual basis, and when there is
reason to suspect that their values have been diminished or impaired, these
assets must be tested for impairment, and write-downs may be necessary. The
Company is required to implement SFAS No. 142 on January 1, 2002 and has
determined it will have no impact on its financial position or results of
operations.

In June 2001 the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations, " which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
The asset retirement liability will be allocated to operating expense by using a
systematic and rational method. The statement is effective for fiscal years
beginning June 15, 2002. The Company has not yet determined the impact of
adoption of this statement.

In August 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 requires that long-lived assets be
measured at the lower of carrying amount or fair value less costs to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. SFAS
No. 144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001 and generally is to be applied prospectively. The
Company has evaluated the provisions of these statements and has determined it
will have no impact on its financial position or results of operations.

Reclassifications

Certain reclassifications have been made to prior years' amounts to conform to
the classifications used in the current year.

NOTE 3 - OIL AND GAS PROPERTY

At December 31, the Company's unproved properties consist of leasehold costs in
the following areas:

2001 2000
---- ----

Utah $3,843,270 $ 473,546
Wyoming 5,034,930 --
California 274,540 --
Non-Riverbend assets 1,405,242
Foreign concessions 112,502
---------------- ----- -------
--
$9,152,740 $1,991,290
========== ==========

NOTE 4 - PROPERTY DISPOSITIONS

On March 30, 2001, the Company divested itself of all assets not associated with
its "Riverbend" area of interest (the non-Riverbend assets), as required by the
Pannonian Agreement described in Note 1. The divestiture is summarized below.

Oil and gas properties $ 1,405,242
Cash 1,000,000
Liabilities transferred (555,185)
---------
$ 1,850,057

The oil and gas properties, cash and liabilities were transferred to a newly
formed entity Rubicon Oil and Gas, Inc. ("Rubicon"). The Pannonian shareholders
were allocated shares in Rubicon on a one for one basis with their Pannonian
shares.

The Company held, through PIL, non-United States oil and gas properties. In
accordance with the Agreement, the Company distributed, as a dividend in kind,

F-12

all of the outstanding shares of PIL to the shareholders of the Company on a one
to one basis with their Pannonian shares. The book value of the PIL shares as of
the date of distribution was approximately $174,000.

NOTE 5 - STOCKHOLDERS' EQUITY

The Company's capital stock consists of 100,000,000 shares of common stock, par
value $0.0001 per share, and 5,000,000 shares of preferred stock, par value
$0.001 per share.

Series A Convertible Redeemable Preferred Stock - Gasco has 1,000 shares of
Series A Convertible Redeemable Preferred Stock ("Preferred Stock") issued and
outstanding. The Preferred Stock is convertible into 9,500,000 shares of Gasco
Common Stock, has no fixed dividend rate and is entitled to a $1.00 per share
liquidation preference. The Preferred Stock is entitled to vote along with the
Gasco common stock and, for so long as at least half of the Preferred Stock
remains outstanding, is entitled to 26% of the combined voting power of all the
common stock and preferred stock. The Preferred Stock is also entitled to vote
as a class on certain matters. The Company may at its option redeem the
outstanding portion of the Preferred Stock for $19,000 per share on or after
August 31, 2006 if the last sale price for the Company's common stock was at
least $2.00 per share (adjusted for any splits) for the previous 20 day period.

In July 2001, Brek Energy Corporation (formerly known as First Ecom.com, Inc.)
("Brek") purchased 1,000 shares of the Company's Preferred Stock for
$19,000,000. Brek agreed not to transfer the Preferred Stock or the common stock
issuable upon conversion thereof for three years (the "lock up period") except
under certain circumstances and except for 10% of such common stock per year.
During the lock up period, Brek has given the Company the right of first refusal
on all of the Company's securities it holds. Certain principal stockholders of
the Company also gave Brek a similar right of first refusal for a five-year
period. Costs of the sale, including 1,025,000 shares of common stock valued at
$3,280,000 ($3.20 per share), were $4,849,633. The total costs of the sale
included $1,500,000 and the issuance of 125,000 shares of common stock valued at
$400,000 paid to Canaccord International Ltd. and the issuance of 900,000 shares
of common stock valued at $2,880,000 paid to Wet Coast Management Corp. as
brokerage commissions.

The Company recognized $11,400,000 as a deemed distribution to the holders of
the Preferred Stock upon issuance due to a beneficial conversion feature into
the Company's common stock in accordance with Emerging Issues Task Force
("EITF") 98-5, "Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios to Certain Convertible
Instruments" and EITF 00-27 "Application of EITF Issue 98-5". The deemed
distribution is the difference between the market price on the date of issuance
($3.20) and the conversion rate.

Common Stock - Gasco has 27,252,000 shares of Common Stock issued and 27,178,300
shares outstanding as of December 31, 2001. The common shareholders are entitled
to one vote per share on all matters to be voted on by the shareholders;
however, there are no cumulative voting rights. Additionally, as long as 50% of
the Preferred Stock is outstanding, the Preferred Stock holders are entitled to
vote as a class equal to 26%, therefore, the common shareholders are effectively
entitled to 0.74 votes per share. The common shareholders are entitled to
dividends and other distributions as may be declared by the board of directors.
Upon liquidation or dissolution, the common shareholders will be entitled to
share ratably in the distribution of all assets remaining available for
distribution after satisfaction of all liabilities and payment of the
liquidation preference of any outstanding preferred stock.

The Company's common stock equity transactions during 2001 are described as
follows:

In connection with the Pannonian/SJRI merger, SJRI issued an option to a
Pannonian officer, to purchase 1,000,000 shares of the Company's common stock at
$1.00 per share. The $269,000 fair market value of the option determined using
the Black Scholes Pricing Model, was charged to operations of the combined
company during the year ended December 31, 2001.

F-13

holders of the original shares in accordance with the terms of the offering. The
offering was conducted in accordance with the provisions of Regulation S under
the Securities Act of 1933, and all purchasers were residents of foreign
countries.

In April 2001, the Company paid cash of $200,808 and issued 75,000 shares of its
common stock, valued at $247,500 ($3.30 per share), for unproved oil and gas
properties from an unrelated entity.

In July 2001, the Company acquired unproved oil and gas properties from an
entity for $700,000 cash and 300,000 shares of the Company's common stock,
valued at $846,000 ($2.82 per share). See related party discussion in Note
8 for further discussion.

During December 2001, the Company repurchased 73,700 shares of its own stock on
the open market at prices ranging from $1.12 to $2.46 per share.

Stock Option Plan - During the year ended December 31, 2001, the Company granted
options to employees, directors and consultants to purchase an aggregate
6,519,000 shares of the Company's common stock at exercise prices ranging from
$1.89 to $3.15 per share. The options vest at varying schedules within three
years of their grant date and expire within ten years from the grant date. The
aggregate fair market value of options, determined using the Black Scholes
Pricing Model, granted to consultants, including the Pannonian officer issuance
above, of $423,594 was charged to operations during the year ended December 31,
2001.

During the first quarter of 2002, the Company issued an additional 250,000
options to purchase shares of common stock to employees and directors of the
Company, at exercise prices ranging from $1.68 to $1.75 per share. The options
vest quarterly over a two-year period and expire within ten years from the grant
date.

A summary of the options granted to purchase common stock and the changes
therein during the year ended December 31, 2001 is presented below. There were
no options issued during the years ended December 31, 2000 or 1999.

Weighted Average
Number of Options Exercise Price

Outstanding as of December 31, 2000 - $ --
Granted 6,519,000 2.25
Cancelled (126,250) 3.03
-------- ----
Outstanding as of December 31, 2001 6,392,750 $2.23
========= =====

Exercisable as of December 31, 2001 5,137,250 $2.01
========= =====

Weighted average fair value of options granted $1.37
=====

Weighted average remaining contractual life of options outstanding 8.91 years
==========

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation ("SFAS
123") for the stock options granted to the employees and directors of the
Company. Accordingly, no compensation cost has been recognized for these
options. Had compensation expense for the options granted been determined based
on the fair value at the grant date for the options, consistent with the
provisions of SFAS 123, the Company's net loss and net loss per share for the
year ended December 31, 2001 would have been increased to the pro forma amounts
indicated below:

Net loss: As reported $(4,129,459)
Pro forma (9,811,728)

Net loss per share: As reported $(0.63)
Pro forma (0.85)

F-14

The fair value of the common stock options granted during 2001, for disclosure
purposes was estimated on the grant dates using the Black Scholes Pricing Model
and the following assumptions.

Expected dividend yield --
Expected price volatility 89%
Risk-free interest rate 3.8% - 4.9%
Expected life of options 5 years

NOTE 6 - STATEMENT OF CASH FLOWS

The following transactions represent the non-cash investing activities of the
Company during the year ended December 31, 2001.

The Company issued 375,000 shares of common stock for oil and gas
properties, valued at $1,093,500 ($2.82 to $3.30 per share).

The Company issued 1,025,000 shares of common stock in conjunction with
the sale of preferred stock, valued at $3,280,000 ($3.20 per share).

The following transactions represent the non-cash financing activities of the
Company during the year ended December 31, 2000.

Certain individuals paid legal fees on behalf of the Company for which
they were issued promissory notes in the aggregate amount of $198,193.

The Company entered into notes for the acquisition of oil and gas
properties in the aggregate amount of $781,917. The Company assumed an
18.75% interest in the notes, which was $143,609. The notes and the
related properties were spun off as part of the Pannonian Agreement as
described in Notes 1 and 4.

Cash paid for interest was $67,363, $23,292 and $11,072 for the years ended
December 31, 2001, 2000 and 1999, respectively.

NOTE 7 - NOTES PAYABLE

Notes payable - related at December 31, 2000 consisted of four notes totaling
$529,280 payable to directors or officers of the Company and one note payable of
$15,000 to an entity owned by a director of the Company with similar terms
bearing interest at rates ranging from 5% to 10%.

Notes payable - other at December 31, 2000 consisted of two notes totaling
$239,102 payable to unrelated entities bearing interest at 6% and 12%.

All of these notes were settled during 2001.

NOTE 8 - INCOME TAXES

The Company has generated net operating losses of $4,200,000, $1,300,000 and
$740,000. The Company did not recognize income tax expense during the years
ended December 31, 2001, 2000, or 1999 because of the Company's operating
losses. The net operating losses may be offset against taxable income through
2021.

During the years ended December 31, 2001 and 2000, the tax benefits of the net
operating losses of approximately $1,600,000 and $192,000 were offset by
valuation allowances of the same amounts. The increase in valuation allowance
reduces the net tax rate to zero. The Company has fully reserved the tax
benefits of these net operating losses because the likelihood of realizing these
tax benefits cannot be determined at this time.

F-15

The temporary differences between the timing of reporting certain items for
financial and tax reporting purposes, consist primarily of exploration costs
related to oil and gas properties.

NOTE 9 - RELATED PARTY TRANSACTIONS

One of the Company's directors earned a combined total of $9,000 in consulting
fees from Rubicon and PIL during 2001.

A director of the Company earned consulting fees of $52,000 and $50,000 from the
Company during the years ended December 31, 2001 and 2000, respectively. During
2001, the Company paid $240,000 in consulting fees to a company owned by a
director of Gasco. The fees paid to the director's company are committed through
January 31, 2006.

An officer of the Company earned a $28,000 fee and 12,500 shares of Gasco's
common stock for consulting services provided in connection with a property
acquisition described in Note 4. This same officer was paid $22,879 in
consulting fees prior to his appointment.

An officer of the Company was an employee of and owns a less than 1% interest in
an entity from which Gasco purchased acreage in Utah and Wyoming during 2001 and
2002.

During 2000, the Company incurred debt to related parties in the aggregate
amount of $366,657 for cash loans, expenses paid on behalf of the Company and
conversion of interest to debt. Repayments made during 2000 aggregated $63,000.

The Board of Directors approved the payment of bonuses and directors fees to the
officers and directors of the Company in the aggregate amount of $455,000, of
which $32,000 was paid as of December 31, 2000. The remaining balance was paid
during 2001.

During 2000, the Company paid consulting and professional fees to officers,
directors and related parties of $96,000.

Certain of the Company's directors and officers have working and/or overriding
royalty interests in oil and gas properties in which the Company has an
interest. It is expected that the directors and officers may participate with
the Company in future projects. All participation by directors and officers will
continue to be approved by the disinterested members of the Company's Board of
Directors.

The Company's management believes that the above transactions and services were
provided in the normal course of business with terms that could be obtained from
non-related sources.

NOTE 10 - COMMITMENTS

The Company leases office facilities in Denver, Colorado for approximately
$34,500 per year under a lease that expires on August 30, 2004. Remaining
commitments under this lease mature as follows:

Year Ending December 31, Annual Rentals

2002 $34,775
2003 35,960
2004 24,500
------
$95,235

Rent expense for the years ending December 31, 2001, 2000 and 1999 was $46,476,
$52,573 and $45,216, respectively.

As is customary in the oil and gas industry, the Company may at times have
commitments in place to reserve or earn certain acreage positions or wells. If
the Company does not pay such commitments, the acreage positions or wells may be
lost.

F-16

The Company has entered into employment agreements with certain key officers
through January 31, 2006. Total compensation for the officers covered is
$560,000 per annum. The agreements contain clauses regarding termination and
demotion of the officer that would require payment of an amount ranging from one
times compensation to up to approximately ten times the defined compensation.
Included in the employment agreements is a bonus calculation for each of the
covered officers totaling 2.125% of a defined cash flow figure based on net
after tax earnings adjusted for certain expenses. The agreements also contain
anti-dilution provisions that contain the requirements to grant options to the
officers and one director for them to remain at their current ownership
percentages.

NOTE 11 - EMPLOYEE BENEFIT PLANS

The Company adopted a 401(k) profit sharing plan (the "Plan") in October 2001,
available to employees who meet the Plan's eligibility requirements. The Plan is
a defined contribution plan. The Company may make discretionary contributions to
the Plan and is required to contribute 3% of the participating employee's
compensation to the Plan. The contributions made by the Company totaled $6,270
during the year ended December 31, 2001.

NOTE 12 - SELECTED QUARTERLY INFORMATION (Unaudited)

The following represents selected quarterly financial information for the years
ended December 31, 2001 and 2000.

2001 For the Quarter Ended
March 31, June 30, September 30, December 31,
--------- -------- ------------- ------------

Gross revenue $ -- $ -- $ -- $36,850 a
Net revenue from oil
and gas operations -- -- -- 24,171 a
Net loss (653,369) (875,624) (744,516) (1,855,950) b
Net loss per share
basic and diluted (0.03) (0.04) (0.45) c (0.07)

a - The increase in gross revenue and net revenue from oil and gas operations
during the fourth quarter is due to the revenue and lease operating expenses
from two wells that were drilled during the third and fourth quarters.

b - The increase in the net loss during the fourth quarter of 2001 is primarily
due to increased general and administrative expenses resulting from the
increased level of operating activity associated with the commencement of the
Company's own operations.

c - The increase in the net loss per share during the third quarter of 2001 is
due to the recognition of $11,400,000 in a deemed distribution to the holders of
the Preferred Stock as further described in Note 3.

2000 For the Quarter Ended
March 31, June 30, September 30, December 31,
--------- -------- ------------- ------------

Gross revenue $ -- $ -- $ -- $ --
Net revenue from oil
and gas operations -- -- -- --
Net income (loss) (58,459) (98,423) (162,692) (523,687)
Net loss per share
basic and diluted -- (0.01) (0.01) (0.04)

NOTE 13 - SUBSEQUENT EVENTS

The Company acquired a 45% interest in 21,613 acres in Sublette County Wyoming
for approximately $1,428,000 on February 13, 2002.

F-17

On February 19, 2002, the Company acquired leasehold interests covering
approximately 18,451 acres in the Greater Green River Basin located in
west-central Wyoming for $1,500,000. In connection with this transaction, the
Company received an exclusive option to purchase an additional 53,095 acres in
this area by making monthly payments of $300,000 during 2002 in order to
maintain this option. The Company may elect to exercise its option to complete
the transaction at any time.

In connection with its drilling projects, the Company entered into a $2,000,000
letter of credit during February 2002. The letter of credit is collateralized
with cash and it terminates in August 2002.

On March 7, 2002, the Company completed a strategic exchange of certain of its
properties in the Uinta Basin located in northeastern Utah. The Company received
approximately 1,939 net acres located in its Uinta Basin Riverbend Project in
exchange for 160 net acres and the contractual right to earn rights on
approximately 2,463 net Uinta Basin acres. The acreage that the Company receives
contains four well bores, two of which are producing, and three of which have
recompletion opportunities.

During March 2002, Brek entered into agreements with individual shareholders of
Gasco to acquire 7,000,000 shares of Gasco's common stock in exchange for
19,250,000 shares of Brek. Additionally, Brek has exercised its right to convert
50% of its Preferred Stock into 4,750,000 common shares, which will result in
Brek having approximately 53% voting control of Gasco with a 45% equity
interest. The share exchange is subject to the approval of Brek shareholders.

F-18

UNAUDITED CONSOLIDATED

QUARTERLY FINANCIAL STATEMENTS

F-19

GASCO ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

September 30, December 31,
2002 2001
ASSETS

CURRENT ASSETS

Cash and cash equivalents $5,449,764 $ 12,296,585
Restricted cash 250,000 -
Accounts receivable and prepaid expenses 75,493 157,099
--------- ----------
Total 5,775,257 12,453,684
--------- ----------

PROPERTY, PLANT AND EQUIPMENT, at cost
Oil and gas properties (full cost method)
Proved mineral interests 7,668,086 -
Unproved mineral interests 13,901,906 9,152,740
Furniture, fixtures and other 144,291 59,445
---------- ---------
Total 21,714,283 9,212,185
---------- ---------

Less accumulated depreciation, depletion,
amortization and property impairment (744,264) (7,344)
--------- ---------
Total 20,970,019 9,204,841
---------- ---------

TOTAL ASSETS $ 26,745,276 $ 21,658,525
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,367,859 $ 593,100
----------- ---------

REDEEMABLE COMMON STOCK 1,400,000
--------- --------

STOCKHOLDERS' EQUITY
Series A Convertible Redeemable Preferred stock - $.001 par value; 5,000,000
shares authorized; 1,000 shares issued and outstanding
in 2001 - 1
Common stock - $.0001 par value; 100,000,000 shares authorized;
41,762,500 shares issued and 41,688,800 shares outstanding in
2002; and 27,252,500 shares issued and 27,178,800 shares
outstanding in 2001 4,176 2,725
Additional paid in capital 44,958,453 38,569,923
Deferred compensation (147,812) (261,375)
Accumulated deficit (21,707,105) (17,115,554)
Less cost of treasury stock of 73,700 common shares (130,295) (130,295)
---------- ----------
Total 22,977,417 21,065,425
---------- ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 26,745,276 $ 21,658,525
============ ============

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

F-20

GASCO ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended
September 30,
------------------------------------------
2002 2001

REVENUES

Oil and gas $ 43,611 $ -
Interest 19,198 111,639
------ -------
Total 62,809 111,639
------ -------

OPERATING EXPENSES
General and administrative 1,461,377 845,802
Lease operating 32,742 -
Depletion, depreciation and amortization 51,157 348
Interest 10,005
--------- -------
Total 1,545,276 856,155
--------- -------

NET LOSS (1,482,467) (744,516)
----------- ---------

Preferred Stock deemed distribution (11,400,000)
----------- ------------

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (1,482,467) $ (12,144,516)
============= ==============

NET LOSS PER COMMON SHARE BASIC AND DILUTED $ (0.04) $ (0.45)
========== ===========

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 40,502,336 26,860,708
========== ==========

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

F-21

GASCO ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Nine Months Ended
September 30,
-------------------------------------------
2002 2001

REVENUES

Oil and gas $ 95,543 $ -
Interest 62,362 137,206
------- -------
Total 157,905 137,206
------- -------

OPERATING EXPENSES
General and administrative 3,936,479 2,412,271
Lease operating 76,057 -
Depletion, depreciation and amortization 195,795 2,848
Impairment 541,125 -
Interest 67,363
---------- ----------
Total 4,749,456 2,482,482
--------- ---------

NET LOSS (4,591,551) (2,345,276)
----------- -----------

Preferred Stock deemed distribution (11,400,000)
------------ ------------

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (4,591,551) $ (13,745,276)
============= ==============

NET LOSS PER COMMON SHARE BASIC AND DILUTED $ (0.13) $ (0.57)
========== ===========

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 35,389,349 24,011,625
=========== ==========

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

F-22

GASCO ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended
September 30,
-------------------------------------------
2002 2001

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $(4,591,551) $ (1,560,760)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation, depletion and impairment expense 736,920 2,501
Value of stock options issued - 336,342
Amortization of deferred compensation 113,563 -
Changes in assets and liabilities provided (used) cash
Accounts receivable and prepaid expenses 81,606 6,988
Accounts payable and accrued expenses 1,774,759 (242,627)
Deferred offering costs (32,281)
-------------- -----------
Net cash used in operating activities (1,884,703) (1,489,837)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for furniture, fixtures and other (84,846) (27,440)
Cash paid for oil and gas properties (10,601,252) (4,335,115)
------------ -----------
Net cash used in investing activities (10,686,098) (4,362,555)
------------ -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash designated as restricted (250,000) -
Proceeds from sale of common stock 6,500,000 6,825,000
Cash paid for offering costs (526,020) (574,835)
Repayment of short-term borrowings - (315,265)
Cash received upon recapitalization and merger - 265,029
Distribution of Rubicon Oil and Gas, Inc. (247,969)
----------- ---------

Net cash provided by financing activities 5,723,980 5,951,960
--------- ---------

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (6,846,821) 99,568

CASH AND CASH EQUIVALENTS:

BEGINNING OF PERIOD 12,296,585 874,433
---------- ----------
END OF PERIOD $ 5,449,764 $ 974,001
=========== =========

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

F-23

GASCO ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

NOTE 1 - ORGANIZATION

The unaudited financial statements included herein were prepared from the
records of the Company in accordance with generally accepted accounting
principles in the United States and reflect all adjustments which are, in the
opinion of management, necessary to provide a fair statement of the results of
operations and financial position for the interim periods. Such financial
statements generally conform to the presentation reflected in the Company's Form
10-K filed with the Securities and Exchange Commission for the year ended
December 31, 2001. Prior to January 1, 2002, the Company was considered a
development stage enterprise as defined by Statement of Financial Accounting
Standards No. 7. The current interim period reported herein should be read in
conjunction with the Company's Form 10-K for the year ended December 31, 2001.

The results of operations for the nine months ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002.

On February 1, 2001, SJRI, a Nevada corporation, and Pannonian Energy, Inc.
("Pannonian"), a Delaware corporation, entered into an Agreement and Plan of
Reorganization (the "Pannonian Agreement") whereby a subsidiary of SJRI merged
into Pannonian and SJRI issued 14,000,000 shares of its common stock to the
former stockholders of Pannonian in exchange for all of the outstanding shares
and warrants of Pannonian. Certain stockholders of SJRI surrendered for
cancellation 2,438,930 common shares of the Company's capital in connection with
the transaction, and as a result the existing stockholders of Pannonian acquired
control of the combined company. For financial reporting purposes this business
combination is accounted for as a reverse acquisition with Pannonian as the
accounting acquirer.

The reverse acquisition was valued at $572,344 and was allocated as follows:

Oil and gas properties $ 265,836
Receivables, prepaid and other, net 41,479
Cash 265,029
------------------

Net assets acquired $ 572,344
==================

The following unaudited pro forma information presents the financial information
of the Company as if the consolidation of Gasco and Pannonian had taken place on
January 1, 2001. The pro forma results, which are the same as the actual results

F-24

for the quarter and nine months ended September 30, 2002 and for the quarter
ended September 30, 2001 are not indicative of future results.

For the Nine Months Ended September 30, 2001
As Reported Pro Forma

Oil and gas revenue $ - $ -

Net loss (2,345,276) (2,544,903)

Net loss per common
share basic and diluted $ (0.57) $ (0.58)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include Gasco and its wholly
owned subsidiaries, Pannonian and San Joaquin Oil and Gas, Ltd. for all periods
subsequent to February 1, 2001. Periods prior to February 1, 2001 include
Pannonian and its wholly owned subsidiary PIL. All significant intercompany
transactions have been eliminated upon consolidation.

All share and per share amounts included in these financial statements have been
restated to show the retroactive effect of the conversion of Pannonian shares
into SJRI/Gasco shares.

Cash and Cash Equivalents

All highly liquid investments purchased with an initial maturity of three months
or less are considered to be cash equivalents.

Restricted Cash

In connection with its drilling projects, the Company entered into a $2,000,000
letter of credit during February 2002, which was amended to $250,000 during May
2002. The letter of credit is collateralized with cash and terminates in January
2003. The portion of the Company's cash that collateralizes this letter of
credit is classified as restricted cash in the accompanying financial
statements.

Property, Plant and Equipment

F-25

The properties are reviewed periodically for impairment. Total well costs are
transferred to the depletable pool even when multiple targeted zones have not
been fully evaluated. For depletion and depreciation purposes, relative volumes
of oil and gas production and reserves are converted at the energy equivalent
rate of six thousand cubic feet of natural gas to one barrel of crude oil.

Under the full cost method of accounting, capitalized oil and gas property costs
less accumulated depletion and net of deferred income taxes may not exceed an
amount equal to the present value, discounted at 10%, of estimated future net
revenues from proved oil and gas reserves plus the cost, or estimated fair
value, if lower of unproved properties. Should capitalized costs exceed this
ceiling, an impairment is recognized. The present value of estimated future net
revenues is computed by applying current prices of oil and gas to estimated
future production of proved oil and gas reserves as of period-end, less
estimated future expenditures to be incurred in developing and producing the
proved reserves assuming the continuation of existing economic conditions.

Computation of Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss)
attributable to the common stockholders by the weighted average number of common
shares outstanding during the reporting period. Diluted net income per common
share includes the potential dilution that could occur upon exercise of the
options to acquire common stock computed using the treasury stock method which
assumes that the increase in the number of shares is reduced by the number of
shares which could have been repurchased by the Company with the proceeds from
the exercise of the options (which were assumed to have been made at the average
market price of the common shares during the reporting period). The options
described in Note 10 have not been included in the computation of diluted net
income (loss) per share during all periods because their inclusion would have
been anti-dilutive.

Use of Estimates

Recent Accounting Pronouncements

In June 2001, SFAS No. 141, "Business Combinations" was issued by the FASB. SFAS
No. 141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. The Company's adoption of SFAS No.
141 on July 1, 2001 had no impact on its financial position or results of
operations.

In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was issued by
the FASB. SFAS No. 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Amortization of goodwill, including
goodwill recorded in past business combinations, ceased upon adoption of this
statement. Goodwill and certain intangible assets will remain on the balance
sheet and not be amortized. On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired, these assets must be
tested for impairment, and write-downs may be necessary. The Company's
implementation of SFAS No. 142 on January 1, 2002 had no impact on its financial
position or results of operations.

F-26

reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
The asset retirement liability will be allocated to operating expense by using a
systematic and rational method. The statement is effective for fiscal years
beginning June 15, 2002. The Company has not yet determined the impact of the
adoption of this statement.

In August 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 requires that long-lived assets be
measured at the lower of carrying amount or fair value less costs to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. The
Company's adoption of SFAS No. 144 on January 1, 2002 had no impact on its
financial position or results of operations.

In April 2002 the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
FASB No. 4 required all gains or losses from extinguishment of debt to be
classified as extraordinary items net of income taxes. SFAS No. 145 requires
that gains and losses from extinguishment of debt be evaluated under the
provisions of Accounting Principles Board Opinion No. 30, and be classified as
ordinary items unless they are unusual or infrequent or meet the specific
criteria for treatment as an extraordinary item. This statement is effective
January 1, 2003. The Company does not anticipate that the adoption of this
statement will have a material effect on its financial position or results of
operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". This Statement requires recognition of a
liability for a cost associated with an exit or disposal activity when the
liability is incurred, as opposed to when the entity commits to an exit plan
under EITF No. 94-3. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The Company has not yet
determined the impact of the adoption of this statement.

Reclassifications

Certain reclassifications have been made to prior years' amounts to conform to
the classifications used in the current year.

NOTE 3 - SALE OF COMMON STOCK

On August 14, 2002, the Company issued 6,500,000 shares of common stock for net
proceeds of approximately $6.0 million in a private offering. These shares were
subsequently registered for resale on a Form S-1 Registration Statement filed on
August 27, 2002. The Company intends to use the net proceeds from this offering
to fund its remaining 2002 capital budget.

NOTE 4 - REPURCHASE OF COMMON AND PREFERRED STOCK

On July 16, 2002, Gasco executed and closed a purchase agreement with Brek
Energy Corporation ("Brek"), and certain other Gasco stockholders (the "Other
Stockholders"), pursuant to which Brek and the Other Stockholders purchased from
Gasco an undivided 25% of Gasco's working interests in all undeveloped acreage
owned by Gasco in exchange for 6,250,000 shares of Gasco common stock and 500
shares of Gasco preferred stock held by Brek and the Other Stockholders. The
Other Stockholders assigned their right to receive their share of such working
interests to Brek, so that Brek acquired title to all of the working interests
conveyed by Gasco in the transaction. Brek also has the option to acquire an

F-27

additional 5% undivided interest in Gasco's undeveloped acreage by paying a
total of $10.5 million in two equal installments on or before January 1, 2004
and January 1, 2005, respectively. A 2.5% interest will be conveyed to Brek upon
receipt of each installment. Brek must make timely payment of the first
installment in order to maintain the option to acquire the additional 2.5%
interest with the second installment.

The transaction was previously estimated to be valued at $22,000,000 based on an
average price of $2.00 per common share when the letter of intent was signed.
The transaction was valued at $16,709,000 based on the average trading price of
the Company's common stock when the transaction was executed. In accordance with
Securities and Exchange Commission Regulation S-X rule 4.10, the transaction was
recorded as a reduction to the Company's unproved properties and a reduction to
the Company's additional paid in capital, preferred stock and common stock.

The transaction, previously announced as a letter of intent on May 24, 2002,
simplifies the Company's capital structure by eliminating all preferred stock
(which was convertible into 4,750,000 common shares) and the associated
preferential voting rights.

NOTE 5 - PROPERTY ACQUISITION

On May 1, 2002, the Company issued 9,500,000 shares of its common stock to the
Shama Zoe Limited Partnership ("Shama Zoe"), a private oil and gas company, for
the acquisition of 53,095 gross (47,786 net) acres in the Greater Green River
Basin in Sublette County Wyoming plus other assets and consideration. The
acquisition was valued at $18,525,000 using a price of $1.95 per common share,
which represented the closing price of the Company's common stock on April 23,
2002, the date the agreement was executed. This transaction replaced the
previously described cash option structure and eliminated the $300,000 per month
option payment as referred to in the Company's Form 10-K for the year ended
December 31, 2001.

In connection with this transaction, the Board of Directors of the Company
authorized the payment to an employee of the Company who was instrumental in
securing the Company's agreement with Shama Zoe, of $300,000 in cash and the
issuance of options to purchase 250,000 shares of Gasco common stock at an
exercise price of $1.95 per share, which is equal to the fair market of the
common stock on April 23, 2002. The cash payment was accrued in the accompanying
financial statements as of September 30, 2002.

NOTE 6 - REDEEMABLE COMMON STOCK

The original Property Purchase Agreement governing the Shama Zoe transaction
described in Note 5 prevented the Company from issuing additional shares of its
common stock at prices below $1.80 per share and from granting registration
rights in connection with the issuance of shares of its common stock. In
connection with the August 14, 2002 issuance of 6,500,000 shares of common
stock, as described in Note 3, the original Property Purchase Agreement was
amended to allow for the issuance of these shares at a price of $1.00 per share
and Shama Zoe was granted an option to sell to the Company 1,400,000 shares of
the Gasco common stock that it acquired in the transaction at $1.00 per share at
any time prior to December 31, 2002. This option is recorded as redeemable
common stock as of September 30, 2002 in the accompanying financial statements.
Additionally, the value of this option, using the Black Scholes model, of
$250,000 has been recorded as additional noncash offering costs associated with
the Company's sale of common stock as described in Note 3.

NOTE 7 - SUSPENDED LEASES

During February 2002, the Company was notified by the Bureau of Land Management
("BLM") in Wyoming that several environmental agencies filed a protest against

F-28

the BLM offering numerous parcels of land for oil and gas leasing. Approximately
9,726 net acres valued at approximately $1,428,000 which were purchased by the
Company are being held in suspense pending the resolution of this protest. If
the protest is deemed to have merit, the lease purchases will be rejected and
the money paid for the leases will be returned to the Company. If the protest is
deemed to be without merit, the leases will be released from suspense. Effective
July 16, 2002, the Company assigned 25% of its interest in these suspended
leases to Brek resulting in the Company's total net acres being reduced to 7,295
net acres. As of September 30, 2002, the BLM has released from suspension and
issued leases covering 5,700 gross acres representing 1,924 net acres to the
Company. The value of the remaining suspended leases is recorded as unproved
mineral interests in the accompanying financial statements.

NOTE 8 - PROPERTY IMPAIRMENT

During the nine months ended September 30, 2002, the Company drilled a well in
the Southwest Jonah field located in the Greater Green River Basin in Sublette
County, Wyoming. The well was drilled to a total depth of 11,000 feet. The well
encountered natural gas, however not of sufficient quantities to be deemed
economic. The well was plugged and abandoned during March of 2002. The costs
associated with this well of $541,125, were charged to impairment expense during
the nine months ended September 30, 2002 because the Company believes that the
total costs for this well exceed the present value, discounted at 10%, of the
future net revenues from its proved oil and gas reserves.

NOTE 9 - PROPERTY DISPOSITIONS

Oil and gas properties $ 1,405,242
Cash 1,000,000
Liabilities transferred (555,185)
---------
$ 1,850,057

The oil and gas properties, cash and liabilities were transferred to a newly
formed entity Rubicon Oil and Gas, Inc. ("Rubicon"). The Pannonian stockholders
were allocated shares in Rubicon on a one for one basis with their Pannonian
shares.

The Company held, through PIL, non-United States oil and gas properties. In
accordance with the Agreement, the Company distributed, as a dividend in kind,
all of the outstanding shares of PIL to the stockholders of the Company on a one
to one basis with their Pannonian shares. The book value of the PIL shares as of
the date of distribution was approximately $174,000.

NOTE 10 - STOCK OPTIONS

During the first quarter of 2002, the Company issued an additional 250,000
options to purchase shares of common stock to employees of the Company, at
exercise prices ranging from $1.58 to $1.73 per share. The exercise prices of
the stock options equaled the trading price of the Company's common stock on the
grant date. The options vest quarterly over a two-year period and expire within
ten years from the grant date.

F-29

NOTE 11 - RELATED PARTY TRANSACTION

During the first nine months of 2002, Gasco paid $110,266 in consulting fees to
an unrelated third party. The obligation to pay these fees was a joint and
several liability of Gasco and a company of which two of Gasco's directors have
a combined 66.67% ownership.

NOTE 12 - STATEMENT OF CASH FLOWS

During the nine months ended September 30, 2002, the Company's non-cash
investing activity consisted of the following transactions:

Conversion of 500 shares of Preferred Stock into 4,750,000 shares of common
stock.

Issuance of 9,500,000 shares of common stock, valued at $18,525,000 in
exchange for oil and gas properties.

Repurchase of 500 shares of preferred stock and 6,250,000 shares of common
stock in exchange for an undivided 25% working interest in the Company's
undeveloped acreage valued at $16,709,000.

Reclassification of $1,400,000 from additional paid in capital to
redeemable common stock to reflect the option described in Note 6.

Noncash stock offering costs of $250,000 incurred in connection with
redeemable common stock as described in Note 6.

Cash paid for interest during the nine months ended September 30, 2001 was
$67,363. There was no cash paid for interest during the nine months ended
September 30, 2002.

F-30

16,000,000 Shares

Gasco Energy, Inc.

Common Stock

PROSPECTUS
November 15, 2002

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The expenses of this offering are estimated to be as follows:

Securities and Exchange Commission registration fee.... $ 1,693
Legal fees and expenses................................ 5,000
Accounting fees and expenses........................... 5,000
Blue Sky fees and expenses (including legal fees)...... 500
Printing expenses...................................... 500
Transfer agent fees.................................... 500
Miscellaneous.......................................... 5,000
---------------
TOTAL.............................................. $ 18,193
===============

Item 14.Indemnification of Directors and Officers

Section 78 of the Nevada General Corporation Law ("NGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he is not liable pursuant to NGCL
Section 78 or acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 78 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit if he is not liable pursuant to
NGCL Section 78 or acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court or other court of competent
jurisdiction in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court or other court of competent
jurisdiction shall deem proper.

Our amended and restated articles of incorporation provides that
indemnification shall be to the fullest extent permitted by the NGCL for all of
our current or former directors or officers.

As permitted by the NGCL, the articles of incorporation provides that
directors of Gasco shall have no personal liability to Gasco or its stockholders
for monetary damages for breach of fiduciary duty as a director, except (1) for
acts or omissions which involve intentional misconduct or a knowing violation of
law or (2) for unlawful payments of dividends under Section 78 of the NGCL.

II-1

Item 15.Recent Sales of Unregistered Securities

The Company has sold and issued (without payment of any selling
commission to any person, except as noted otherwise) the following securities
since May 1999:

Effective December 31, 1999, the Company's predecessor, LEK
International, Inc., issued 8,069,000 shares of its common stock in exchange for
all of the outstanding shares of common stock of San Joaquin Oil & Gas Ltd.
pursuant to an Agreement and Plan of Reorganization. The transaction was
consummated in accordance with Rule 506 of Regulation D under the Securities Act
of 1933 and the shares were issued to not more than 35 non-accredited investors.

In January 2001, the Company issued an option to Mark Erickson, who was
the President of Pannonian at the time, to purchase 1,000,000 shares of the
Company's common stock at $1.00 per share. The option was issued in connection
with the Company's acquisition of Pannonian. The option is fully vested and
expires on February 2, 2011. The $269,000 fair market value of the option
determined using the Black Scholes Pricing Model, was charged to operations
during the year ended December 31, 2001.

During January and May 2001, the Company issued 2,275,000 shares of
common stock for cash at $3.00 per share, pursuant to private placements for
gross proceeds of $6,825,000. The costs of these offerings were $574,835,
$191,250 of which was paid to Canaccord International Ltd. and $150,000 of which
was paid to DMD Investments as broker commissions. In September 2001, the
Company issued an additional 227,500 shares of common stock for no additional
consideration to the holders of the original shares in accordance with the terms
of the offering. The offering was conducted in accordance with the provisions of
Regulation S under the Securities Act of 1933, and all purchasers of these
shares were residents of foreign countries.

In March 2001, the Company issued 14,000,000 shares of common stock to
the stockholders of Pannonian pursuant to the Pannonian Agreement. In connection
with the Pannonian Merger, the stockholders of SJRI returned for cancellation
2,438,930 shares of common stock for no consideration. See Item 1. Business;
History.

In April 2001, the Company paid cash of $200,808 and issued 75,000
shares of its common stock, valued at $247,500 ($3.30 per share), for unproved
oil and gas properties from an unrelated entity.

In July 2001, the Company acquired unproved oil and gas properties from
an unrelated entity for $700,000 cash and 300,000 shares of the Company's common
stock, valued at $846,000 ($2.82 per share).

In July 2001, Brek Energy Corporation (formerly known as First
Ecom.com, Inc.) ("Brek") purchased 1,000 shares of the Company's Preferred Stock
for $19,000,000. Brek agreed not to transfer the Preferred Stock or the common
stock issuable upon conversion thereof for three years (the "lock up period")
except under certain circumstances and except for 10% of such common stock per
year. During the lock up period, Brek has given the Company the right of first
refusal on all of the Company securities it holds. Marc Bruner and Mark Erickson
(directors of the Company) also gave Brek a similar right of first refusal for a
five-year period. Costs of the sale, including 1,025,000 shares of common stock
valued at $3,280,000 ($3.20 per share), were $4,849,633. The total costs of the
sale included $1,500,000 and the issuance of 125,000 shares of common stock
valued at $400,000 paid to Canaccord International Ltd. and the issuance of
900,000 shares of common stock valued at $2,880,000 paid to Wet Coast Management
Corp. as brokerage commissions.

During the year ended December 31, 2001, the Company granted options to
employees, directors and consultants to purchase an aggregate 6,519,000 shares
of the Company's common stock at exercise prices ranging from $1.00 to $3.15 per

II-2

share. The options vest at varying schedules within three years of their grant
date and expire within ten years from the grant date. The aggregate fair market
value of options, determined using the Black Scholes Pricing Model, granted to
consultants of $423,594 was charged to operations during the year ended December
31, 2001.

The aggregate net proceeds from these equity offerings during 2001 were
approximately $20,400,500. $4,332,000 of these proceeds were used to fund
general and administrative expenses, including salaries and rent on our office
space. $7,446,000 of these proceeds were used to fund capital expenditures for
the drilling of three wells in Wyoming, the acquisition of acreage in Utah and
Wyoming and the purchase of equipment. $130,000 of these proceeds were used to
repurchase shares of our common stock which are currently held as treasury
shares. The Company anticipates using the remaining proceeds for the acquisition
of additional acreage, primarily in Wyoming, capital expenditures related to the
development of three wells in our Riverbend project and one well in the Greater
Green River Basin and to fund operating expenses.

During the first quarter of 2002, the Company issued an additional
250,000 options to purchase shares of common stock to employees and directors of
the Company, at exercise prices ranging from $1.68 to $1.75 per share. The
options vest quarterly over a two-year period and expire within ten years from
the grant date.

On May 1, 2002, the Company issued 9,500,000 shares of Company common
stock to a single accredited investor in exchange for certain oil and gas leases
covering 53,095 gross (47,786 net) acres in the Greater Green River Basin in
Wyoming. The transaction was valued at approximately $18,525,000, based on the
closing price of the Company common stock on April 23, 2002 of $1.95 per share.

On August 14, 2002, the Company issued 6,500,000 shares of Company
common stock to 8 accredited investors for aggregate proceeds of $6,500,000. In
connection with such sale, the Company's advisors, Energy Capital Solutions, LLC
and EnerCom, Inc., received fees of $325,000 and $65,000, respectively. The net
proceeds from this sale will be used primarily to fund capital expenditures for
the drilling of wells and also for general and administrative purposes.

Unless otherwise noted, each of the above sales of securities by the
Company were exempt from registration under the Securities Act of 1933 pursuant
to Section 4(2) thereof, inasmuch as each such sale was conducted as a private
placement to a limited number of sophisticated buyers.

II-3

Item 16.Exhibits and Financial Statement Schedules

(a).Exhibits:

2.1 Agreement and Plan of Reorganization dated January 31, 2001 among San
Joaquin Resources Inc., Nampa Oil & Gas, Ltd., and Pannonian Energy,
Inc. (incorporated by reference to Exhibit 2.1 to the Company's Form
8-K dated January 31, 2001, filed on February 2, 2001).

2.2 Agreement and Plan of Reorganization dated December 15, 1999 by and
between LEK International, Inc. and San Joaquin Oil & Gas Ltd.
(incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
dated December 31, 1999, filed on January 21, 2000).

2.3 Property Purchase Agreement dated as of April 23, 2002, between the
Company and Shama Zoe Limited Partnership (incorporated by reference
to Exhibit 2.1 to the Company's Form 8-K dated May 1, 2002, filed on
May 9, 2002).

3.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K dated December 31,
1999, filed on January 21, 2000).

3.2 Certificate of Amendment to Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K/A dated January 31,
2001, filed on February 16, 2001).

3.3 Certificate of Designation for Series A Preferred Stock (incorporated
by reference to Exhibit 3.5 to the Company's Form 10-Q for the quarter
ended September 30, 2001, filed on November 14, 2001).

3.4 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4
to the Company's Form 10-Q for the quarter ended March 31, 2002, filed
on May 15, 2002).

4.1 Stock Purchase Agreement dated July 5, 2001 between Gasco Energy, Inc.
and First Ecom.com, Inc. (incorporated by reference to Exhibit 10.7 to
the Company's Form 10-QSB for the quarter ended September 30, 2001,
filed on November 14, 2001).

4.2 1999 Stock Option Plan (incorporated by reference to Exhibit 4.1 to
the Company's Form 10-KSB for the fiscal year ended December 31, 1999,
filed on April 14, 2000).

5.1 Opinion of Dill, Dill, Carr, Stonbraker & Hutchings, P.C.

10.1 Financing Agreement dated January 12, 2001 between the Company and Wet
Coast Management Corp. (incorporated by reference to Exhibit 10.5 to
the Company's Form 10-KSB for the fiscal year ended December 31, 2000,
filed on March 29, 2001).

10.2 Consulting Agreement dated January 12, 2001 between the Company and
Wet Coast Management Corp. (incorporated by reference to Exhibit 10.6
to the Company's Form 10-KSB for the fiscal year ended December 31,
2000, filed on March 29, 2001).

10.3 Acquisition Agreement dated December 18, 2000 between Phillips
Petroleum Company and Pannonian Energy, Inc. (incorporated by
reference to Exhibit 10.7 to the Company's Form 10-KSB for the fiscal
year ended December 31, 2000, filed on March 29, 2001).

10.4 Financing Agreement dated March 15, 2001 between the Company and
Canaccord International Ltd. (incorporated by reference to Exhibit
10.8 to the Company's Form 10-KSB for the fiscal year ended December
31, 2000, filed on March 29, 2001).

10.5 Financial Services Agreement dated March 15, 2001 between the Company
and Canaccord International Ltd. (incorporated by reference to Exhibit
10.9 to the Company's Form 10-KSB for the fiscal year ended December
31, 2000, filed on March 29, 2001).

10.6 Private Placement Agency Agreement dated as of March 22, 2001 between
the Company and Canaccord International Ltd. (incorporated by
reference to Exhibit 10.6 to the Company's Form 10-QSB for the quarter
ended June 30, 2001, filed on August 20, 2001).

10.7 Form of Stock Option Agreement under the 1999 Stock Option Plan
(incorporated by reference to Exhibit 10.8 to the Company's Form 10-K
for the fiscal year ended December 31, 2001, filed on March 29, 2002).

II-4

10.8 Stock Option Agreement dated January 2, 2001 between Gasco and Mark A.
Erickson (Filed as Exhibit 10.9 to the Company's Form 10-K for the
fiscal year ended December 31, 2001, filed on March 29, 2002).

10.9 Form of Stock Option Agreement dated February 8, 2001 between Gasco
and each of Mark A. Erickson, Marc Bruner, J. Timothy Bowes, Carl
Stadelhofer and Howard O. Sharpe (Filed as Exhibit 10.10 to the
Company's Form 10-K for the fiscal year ended December 31, 2001, filed
on March 29, 2002).

10.10W. King Grant Employment Contract dated June 22, 2001 (Filed as
Exhibit 10.11 to the Company's Form 10-K for the fiscal year ended
December 31, 2001, filed on March 29, 2002).

10.11Michael Decker Employment Contract dated June 29, 2001 (Filed as
Exhibit 10.1 to the Company's Form 8-K dated April 11, 2002, filed on
April 12, 2002).

10.12Mark A. Erickson Employment Contract dated July 11, 2001 (Filed as
Exhibit 10.13 to the Company's Form 10-K for the fiscal year ended
December 31, 2001, filed on March 29, 2002).

10.13Consulting Agreement dated July 11, 2001, between Gasco and Marc
Bruner (Filed as Exhibit 10.14 to the Company's Form 10-K for the
fiscal year ended December 31, 2001, filed on March 29, 2002).

10.14Muddy Creek Exploration Agreement dated August 15, 2001, between
Gasco, Shama Zoe Limited Partnership and Burlington Oil and Gas
Company (Filed as Exhibit 10.15 to the Company's Form 10-K for the
fiscal year ended December 31, 2001, filed on March 29, 2002).

10.15CD Exploration Agreement dated August 15, 2001, between Gasco, Shama
Zoe Limited Partnership and Burlington Oil and Gas Company (Filed as
Exhibit 10.16 to the Company's Form 10-K for the fiscal year ended
December 31, 2001, filed on March 29, 2002).

10.16Gamma Ray Exploration Agreement dated August 15, 2001, between Gasco,
Shama Zoe Limited Partnership and Burlington Oil and Gas Company
(Filed as Exhibit 10.17 to the Company's Form 10-K for the fiscal year
ended December 31, 2001, filed on March 29, 2002).

10.17Sublette County, WY AMI Agreement dated August 22, 2001 between
Gasco, Alpine Gas Company and Burlington Oil and Gas Company (Filed as
Exhibit 10.18 to the Company's Form 10-K for the fiscal year ended
December 31, 2001, filed on March 29, 2002).

10.18Lead Contractor Agreement dated January 24, 2002, between Gasco and
Halliburton Energy Services, Inc. (Filed as Exhibit 10.19 to the
Company's Form 10-K for the fiscal year ended December 31, 2001, filed
on March 29, 2002).

10.19Property Purchase Agreement, dated as of April 23, 2002, between the
Company and Shama Zoe Limited Partnership (Filed as Exhibit 2.1 to the
Company's Form 8-K dated May 1, 2002, filed on May 9, 2002).

10.20Purchase Agreement, dated as of July 16, 2002, among the Company,
Pannonian Energy Inc., San Joaquin Oil & Gas Ltd., Brek Energy
Corporation, Brek Petroleum Inc., Brek Petroleum (California), Inc.
and certain stockholders (Filed as Exhibit 2.1 to the Company's Form
8-K dated July 16, 2002, filed on July 31, 2002).

10.21Form of Subscription and Registration Rights Agreement, dated as of
August 14, 2002 between the Company and certain investors.

10.22Amendment No. 1 to Property Purchase Agreement dated as of August 9,
2002 between the Company and Shama Zoe Limited Partnership.

10.23Financial Advisory Services Agreement dated August 22, 2002, between
the Company and Energy Capital Solutions LLC.

II-5

23.1 Consent of Dill, Dill, Carr, Stonbraker & Hutchings, P.C. (contained
in Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

23.3 Consent of Wheeler Wasoff, P.C.

23.4 Consent of HJ & Associates, LLC

24.1 Power of Attorney (contained in the signature page to this
registration statement)

(b) Consolidated Financial Statement Schedules:

All schedules are omitted because the required information is inapplicable or
the information is presented in the Consolidated Financial Statements or related
notes.

II-6

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Englewood,
State of Colorado, on the 13th day of November, 2002.

GASCO ENERGY, INC.

By: /s/ W. King Grant
---------------------------------
Name: W. King Grant
Title: Executive Vice President
and Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints W. King Grant and Michael K. Decker, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-1 Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date

/s/ Mark A. Erickson
- --------------------
Mark A. Erickson Director and President November 13, 2002
and Chief Executive Officer
/s/ Marc Bruner
- --------------------
Marc Bruner Director November 13, 2002

/s/ Carl Stadelhofer
- --------------------
Carl Stadelhofer Director November 13, 2002

/s/ Michael K. Decker
- ---------------------
Michael K. Decker Director, Executive Vice President November 13, 2002
and Chief Operating Officer
/s/ W. King Grant
- ---------------------
W. King Grant Director, Executive Vice President November 13, 2002
and Chief Financial Officer
/s/ Carmen Lotito
- ---------------------
Carmen Lotito Director November 13, 2002

/s/ Charles B. Crowell
- ----------------------
Charles B. Crowell Director November 13, 2002

II-8

INDEX TO EXHIBITS

2.4 Purchase Agreement dated as of July 16, 2002, among Gasco, Pannonian
Energy Inc., San Joaquin Oil & Gas Ltd., Brek, Brek Petroleum Inc.,
Brek Petroleum (California), Inc. and certain stockholders of Gasco.
(incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
dated July 16, 2002, filed on July 31, 2002).

3.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K dated December 31,
1999, filed on January 21, 2000).

3.2 Certificate of Amendment to Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K/A dated January 31,
2001, filed on February 16, 2001).

3.3 Certificate of Designation for Series A Preferred Stock (incorporated
by reference to Exhibit 3.5 to the Company's Form 10-Q for the quarter
ended September 30, 2001, filed on November 14, 2001).

3.4 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4
to the Company's Form 10-Q for the quarter ended March 31, 2002, filed
on May 15, 2002).

4.2 1999 Stock Option Plan (incorporated by reference to Exhibit 4.1 to
the Company's Form 10-KSB for the fiscal year ended December 31, 1999,
filed on April 14, 2000).

5.1 Opinion of Dill, Dill, Carr, Stonbraker & Hutchings, P.C.

II-9

10.10W. King Grant Employment Contract dated June 22, 2001 (Filed as
Exhibit 10.11 to the Company's Form 10-K for the fiscal year ended
December 31, 2001, filed on March 29, 2002).

10.11Michael Decker Employment Contract dated June 29, 2001 (Filed as
Exhibit 10.1 to the Company's Form 8-K dated April 11, 2002, filed on
April 12, 2002).

10.12Mark A. Erickson Employment Contract dated July 11, 2001 (Filed as
Exhibit 10.13 to the Company's Form 10-K for the fiscal year ended
December 31, 2001, filed on March 29, 2002).

10.13Consulting Agreement dated July 11, 2001, between Gasco and Marc
Bruner (Filed as Exhibit 10.14 to the Company's Form 10-K for the
fiscal year ended December 31, 2001, filed on March 29, 2002).

10.21Form of Subscription and Registration Rights Agreement, dated as of
August 14, 2002 between the Company and certain investors.

10.22Amendment No. 1 to Property Purchase Agreement dated as of August 9,
2002 between the Company and Shama Zoe Limited Partnership.

II-10

10.23Financial Advisory Services Agreement dated August 22, 2002, between
the Company and Energy Capital Solutions LLC.

23.1 Consent of Dill, Dill, Carr, Stonbraker & Hutchings, P.C. (contained
in Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

23.3 Consent of Wheeler Wasoff, P.C.

23.4 Consent of HJ & Associates, LLC

24.1 Power of Attorney (contained in the signature page to this
registration statement)

II-11