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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 2
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-26321
Gasco Energy, Inc.
(Exact name of registrant as specified in its charter)
Nevada 98-0204105
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 Inverness Drive East, Building H, Suite 236, Englewood, CO 80112
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (303) 483-0044
Securities Registered Pursuant to Section 12 (b) of the Act:
Title of each class Name of exchange on which registered
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Common Stock, par value $.0001 per share American Stock Exchange
Securities Registered Pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No
As of June 30, 2004, approximately 45,344,954 shares of Common Stock, par value
$0.0001 per share were outstanding, and the aggregate market value of the
outstanding shares of Common Stock of the Company held by non-affiliates was
approximately $88,422,660. As of March 15, 2005, approximately 70,517,209 shares
of Common Stock, par value $0.0001 per share were outstanding.
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EXPLANATORY NOTE
The Company is filing this Amendment No. 2 to its Annual Report on Form
10-K (the "Amendment") to file restated officer certifications that include
language that was inadvertently omitted from the certificates previously filed
as exhibits to the Company's Amendment No. 1 to its Annual Report on Form 10-K
filed on April 29, 2005. No other information is being amended by the Amendment
and the Company has not updated disclosures in this Amendment to reflect any
event subsequent to the Company's filing of the original report.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) and (2) Financial Statements and Financial Statement Schedules
None
(a) (3) Exhibits
*31.1 Rule 13a-14(a)/15d-14(a) Certifications
* Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on May 17, 2005.
Gasco Energy, Inc.
By: /s/ W. King Grant
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W. King Grant
Executive Vice President and Chief Financial Officer
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