U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended: March 31, 2001

                      Commission file number: 0-21313


                            PONTOTOC PRODUCTION, INC.
                ---------------------------------------------
                (Name of small business issuer in its Charter)


           Nevada                                          84-1349552
-------------------------------                        ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                       100 East 13th, Ada, Oklahoma 74820
         -----------------------------------------------------------
         (Address of principal executive offices, including zip code)

                                (580) 436-6100
                          --------------------------
                          (Issuer's telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:

                        Common Stock, $.0001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. [X]

The Issuer's revenues for its most recent fiscal year were $9,060,025.

As of June 25, 2001, 5,323,695 shares of the Registrant's common stock were
outstanding, and the aggregate market value of the shares held by non-
affiliates was approximately $33,146,814.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Transitional Small Business Disclosure Format (check one): Yes __   No X

Page 1

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BACKGROUND

     Pontotoc Production, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on July 1, 1996, under the name Mahogany Capital, Inc.
for the purpose of completing a merger or acquisition with a private entity.

     On January 19, 2001, the Company entered into a definitive agreement and
plan of merger to be acquired by privately held Ascent Energy, Inc. through an
exchange offer.  Under the terms of the agreement, Ascent Energy will pay or
deliver to the Company's stockholders, in exchange for each share of Company
common stock, $9.00 net in cash and Ascent Energy convertible preferred stock
having a liquidation preference of $2.50 per share.  The Ascent Energy stock
will be convertible into 10% of the outstanding common stock of Ascent Energy
on a fully-diluted basis. The Company has not intended to infer in its prior
disclosures that the value of the Ascent Energy mandatorily convertible stock
is $2.50 per share.  Ascent Energy anticipates recording the Ascent Energy
stock at $.49 per share in accordance with generally accepted accounting
principles. On June 8, 2001, the Company amended the agreement to extend the
date by which the offer made by Ascent to acquire Pontotoc must be consummated
from May 31, 2001 to July 31, 2001.

     In September 1996, the Company filed a registration statement with the
Securities and Exchange Commission on Form 10-SB, wherein it registered its
common stock under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "34 Act").  As a result, the Company became a fully reporting
company under the 34 Act.

     On December 10, 1997, the Company completed a reverse acquisition of 100%
of the outstanding common stock of Pontotoc Production Company, Inc., a Texas
corporation ("PPCI") in exchange for 3,165,000 shares of the Company's Common
Stock that resulted in the shareholders of PPCI acquiring approximately 84.4%
of the shares outstanding in the Company.  In connection with the closing of
this transaction, several shareholders submitted for cancellation a total of
665,000 shares of common stock.  As a result, after the acquisition of PPCI
there were a total of 3,750,000 shares outstanding.

     On December 12, 1997, the Company's shareholders approved a proposal to
change the Company's name to Pontotoc Production, Inc.

     On July 1, 1998, the Company closed on the acquisition of certain oil and
gas properties from Bill G. Cantrell and his affiliated company.  The purchase
price was $2,750,000 in cash and 402,360 restricted shares of the Company's
Common Stock.  Included in the purchase were interests in approximately 82 oil
and gas leases located in the following counties in Oklahoma:  Pontotoc, Coal,
Garvin, and Seminole.  The purchase also included two workover rigs, one
drilling rig, and miscellaneous oil field equipment that relates to the
ongoing production of the oil and gas properties.  The purchase was funded
with $2,050,000 of bank borrowings and $700,000 from the proceeds of a private
offering of common stock and warrants that was partially closed on July 1,
1998.




Page 2


     On June 1, 2000, the Company closed on the acquisition of Oklahoma Basic
Economy Corporation ("OBEC") and the working interests of OBEC's partners for
$10,133,239 in cash.  The purchase was funded by advances under the Company's
bank credit agreement. Included in the purchase were interests in
approximately 49 oil and gas leases located in the following counties in
Oklahoma:  Pontotoc, Pottawatomie, and Seminole.  The purchase also included
two workover rigs and miscellaneous oil field equipment that relates to the
ongoing production of the oil and gas properties. The properties acquired
currently produce approximately 490 net equivalent barrels of oil per day.
Proven reserves on the properties are estimated to be approximately 6.3
million barrels of oil equivalent.

     On March 2, 2001 the Company closed on the acquisition of the remaining
55% interest in Pontotoc Holdings, Inc. (the holding company for Pontotoc
Gathering, LLC) that the Company did not already own in exchange for 110,000
shares of Pontotoc Production, Inc. stock with an estimated fair value of
$1,086,250.  Pontotoc Holdings, Inc.(PHI) became a wholly owned subsidiary of
Pontotoc Production, Inc.

     Unless the context otherwise requires, the term "Company" as used herein
refers to the Company and its wholly-owned subsidiaries PPCI, OBEC, AND PHI.

DESCRIPTION OF BUSINESS

     GENERAL

     The Company is engaged in the exploration for and the acquisition,
development and production of oil and natural gas.  The Company focuses on
lower risk, shallow oil and gas properties in the State of Oklahoma.  Since
its inception in 1985, the Company's subsidiary has drilled in excess of 96
wells.  Through drilling, acquisition and recompletions, the Company's
estimated proved reserves have reached 10,869,919 barrels of oil and
23,703,544 mcf of gas with an estimated future net revenue discounted at 10%
of $147,262,616 as of March 31, 2001.

OIL AND GAS OPERATIONS

     The Company's operations are conducted in the State of Oklahoma where the
Company owns producing and non-producing property interests in twenty
counties.  The Company's staff oversees the operations of existing properties,
evaluates property acquisition opportunities and drilling prospects, and
oversees drilling and completion of new wells.  Operations are concentrated on
shallow to medium depth properties generally ranging from 1,500 to 5,000 feet.
The funds necessary for acquisition, exploration and development of properties
are generated through cash flow and bank debt.

     The Company acts as "operator" of 643 wells pursuant to standard industry
operating agreements.

MARKETS AND CUSTOMERS

     Marketing of the Company's oil and gas production is influenced by many
factors that are beyond the Company's control and the exact effect of which
cannot be accurately predicted.  These factors include changes in supply and
demand, changes in market prices, regulatory changes, and actions of major
foreign producers.


Page 3

     The Company sold its oil production to Sun Oil Co. (Sunoco) at the
monthly New York Mercantile Exchange average price per barrel less $.25.
Effective April 1, 2001 the monthly price was changed to New York Mercantile
Exchange average price per barrel less $.45.  Crude oil and condensate
production are readily marketable.  Oil prices are primarily dependent upon
available oil supplies which can vary significantly depending on production
and pricing policies of OPEC and other major producing countries and on
significant events in major producing regions such as the Persian Gulf War in
1991.

     Deregulation of natural gas pricing and transportation has resulted in
far-reaching and fundamental changes in the producing, transportation and
marketing segments of the natural gas industry.  Gas price decontrol and the
advent of an active spot market for natural gas have resulted in prices
received by the Company being subject to significant fluctuations.  Prices
tend to rise in peak demand periods such as fall and winter and to decline
during lower demand periods. The Company has a one year contract with Reliant
Energy where the Company receives Reliant West index price each month.

     Virtually all of the Company's gas contracts provide for prices based on
monthly spot prices for the applicable market area.  These prices are reduced
("netted") by the costs of gathering and transporting the gas.

     The Company may periodically hedge the price of a portion of its crude
oil and gas production by forward selling in the futures markets.

COMPETITION AND REGULATION

     The oil and gas industry is intensely competitive.  The Company competes
with larger more well established oil and gas companies including, on
occasion, major companies.  The significant areas of competition are in
acquiring oil and gas reserves, acquiring leases for drilling or development,
and selling natural gas.  The primary competitive factors for acquisitions are
the price the Company is willing to pay and the financial resources readily
available to the Company to fund acquisitions.  The primary factors that
affect the Company's ability to sell its natural gas include proximity to
markets, proximity to and capacity of natural gas pipelines and transportation
and processing facilities, and quantities of gas that can be aggregated for
sale.  Although both oil and gas are generally readily saleable at market
prices, they compete for market share with each other and with other energy
sources such as coal and nuclear power.

     Oil and gas drilling and production operations are regulated by various
Federal, state and local agencies.  These agencies issue binding rules and
regulations that increase the Company's cost of doing business and which carry
penalties, often substantial, for failure to comply.  It is anticipated that
the aggregate burden on the Company of Federal, state and local regulation
will continue to increase particularly in the area of rapidly changing
environmental laws and regulations.  The Company believes that its present
operations substantially comply with applicable regulations.  To date, such
regulations have not had a material effect on the Company's operations, or the
costs thereof.  There are no known environmental or other regulatory matters
related to the Company's operations that are reasonably expected to result in
material liability to the Company.  The Company does not believe that capital
expenditures related to environmental control facilities or other regulatory
matters will be material in fiscal 2002.

     No prediction can be made as to what legislation or regulations may be
enacted or what additional legislation or regulations may be proposed.

Page 4


     EMPLOYEES

     The Company currently has 30 full-time employees.  The Company is not
subject to any collective bargaining agreement and believes that its
relationship with its employees is good.

     RISK FACTORS

     Shareholders and investors in shares of the Company's Common Stock should
consider the following Risk Factors, in addition to other information in this
Report.

     1.  SUCCESS DEPENDENT ON MANAGEMENT. Success of the Company depends on
the active participation of James "Robby" Robson, Jr., the Company's
President.  The Company does not have an employment agreement with Mr. Robson
and the Company has no "key man" life insurance on Mr. Robson.  The loss of
the services of Mr. Robson may adversely affect the Company's business.

     2.   Oil and natural gas prices are volatile, and low prices will cause
our revenues, profitability and the carrying value of our properties to
decline.  Historically, prices for oil and natural gas have been volatile and
are likely to continue to be volatile in the future.  For example, oil and
natural gas prices, while at historically high levels at the present time,
declined significantly in 1997 and 1998 and, for an extended period of time,
remained substantially below prices obtained in previous years.  Among the
factors that can cause this volatility are:

     *  the level of consumer demand;

     *  domestic and foreign supply of oil and natural gas;

     *  weather conditions;

     *  domestic and foreign government regulations and taxes;

     *  the ability of members of the Organization of Petroleum
        Exporting Counties to agree to and maintain oil price and
        production controls;

     *  political instability or armed conflict in oil or natural gas
        producing regions;

     *  the price and level of foreign imports;

     *  the price and availability of alternative fuels; and

     *  the overall local and world economic environment.

Prices for oil and natural gas affect the amount of cash flow available for
capital expenditures and our ability to borrow and raise additional capital.
The borrowing base under our bank credit facility is subject to periodic
redetermination based in part on changing expectations of future prices.
Lower prices may also reduce the amount of oil and natural gas that we can
economically produce.  Any substantial and extended decline in the price of
oil or natural gas would decrease our cash flows, as well as the carrying
value of our proved reserves, our borrowing capacity and our ability to obtain
additional capital.


Page 5

     3.  COMPETITION.  The Company is in an industry characterized by intense
competition. As a result of the Company's small size, the Company is not a
significant factor in the oil and gas exploration and drilling industry.  Many
of the Company's competitors are well established, have been in existence for
significantly longer periods of time than the Company, have financial,
marketing, and other personnel as well as other resources substantially
greater than the Company.  (See "COMPETITION AND REGULATION.")

     4.  TITLE TO FUTURE ACQUIRED PROPERTIES.   Any interests that the Company
may acquire in undeveloped and non-producing acreage may be in the form of
direct interests in leases, options, or permits with respect to such acreage.
While the Company will attempt to acquire satisfactory title to such oil and
gas properties, title opinions may not be obtained prior to the time of
acquisition, with the attendant risk that some titles may be defective.  Under
such circumstances, future expenditures may be incurred by the Company for
title work or some leasehold properties may be abandoned. In addition, such
leasehold interests may be subject to customary royalty interests, liens
incident to operating agreements, liens for current taxes and other burdens,
minor encumbrances, easements and restrictions, any of which may subject the
Company to future undetermined expenses.

     5.  SPECULATIVE NATURE OF OIL AND GAS EXPLORATION.  Oil and gas
exploration is highly speculative in nature, involves many risks, and
frequently results in unproductive properties.  These risks are significantly
higher for exploratory wells. Therefore, there can be no assurance that the
oil and gas exploration and/or development activities of the Company will be
successful, or that any future production will be profitable.

     6.  OPERATING HAZARDS AND UNINSURED RISKS.  Operations will be subject to
all of the risks normally incident to exploration for and production of oil
and gas, including blowouts, explosions and fires, seepage, and pollution,
each of which could result in damage to or destruction of oil and gas wells or
producing facilities, damage to life and property, environmental damage and
possible legal liability for any or all of such damages.

     7.  COMPETITION FOR SUITABLE PROPERTIES.  There exists substantial
competition in the market for properties suitable for oil and gas exploration.
Established companies may have an advantage over the Company because of
substantially greater resources in terms of number of personnel, finances and
access to technical data to devote to the acquisition of properties.  There
can be no assurance that properties can be obtained or that exploratory work
on any properties acquired in the future will result in commercially
producible reserves, or that any additional properties can be acquired
economically.

     8.  GOVERNMENTAL REGULATION AND ENVIRONMENTAL CONTROLS.  Activities of
the Company are subject to extensive federal, state and local laws and
regulations controlling not only the exploration for oil and gas, but also the
possible effects of such activities upon the environment.  Existing as well as
future legislation and regulations could cause additional expense, capital
expenditures, restrictions and delays in the development of properties, the
extent of which cannot be predicted.

     9.  CONTROL BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS.  Management
beneficially owns over 37.8% of the outstanding Common Stock.  (See Item 11.)



Page 6

    10.  GENERIC PREFERRED STOCK AUTHORIZED.  The Company's Articles of
Incorporation authorize the issuance of up to 5,000,000 shares of Preferred
Stock, the terms, preferences, rights and restrictions of which may be
established by its Board of Directors.  Other companies on occasion have
issued series of such preferred stock with terms, rights, preferences and
restrictions that could be considered to discourage other persons from
attempting to acquire control of such companies and thereby insulate incumbent
management.  It is possible the Company could issue shares of its Preferred
Stock for such a purpose.  In certain circumstances, the existence of
corporate devices that would inhibit or discourage takeover attempts could
have a depressant effect on the market value of the stock of a company.  The
Board of Directors has no current plans to issue any shares of Preferred
Stock.

     11.  NO DIVIDENDS.  The Company has paid no dividends on its Common Stock
since incorporation.  The Company does not anticipate paying dividends on its
Common Stock in the foreseeable future and intends to devote any earnings to
the development of the Company's business.  Pursuant to the terms of the Loan
Agreement with Local Oklahoma Bank, N.A. the Company is prohibited from paying
any dividends without the prior written consent of the Lender.

     12.  COMMON STOCK ELIGIBLE FOR RESALE.  Of the 5,323,695 shares of Common
Stock presently outstanding, approximately 2,495,312 shares are "restricted
securities" and under certain circumstances may be sold in compliance with
Rule 144 adopted under the Securities Act of 1933, as amended.  A majority of
these shares are currently eligible for resale under Rule 144.  Future sales
of such shares will in all likelihood depress the market price of the
Company's Common Stock.

     13.  CEILING TEST WRITE-DOWNS.  Lower oil and gas prices may cause us to
record ceiling test write-downs.  We use the full cost method of accounting
for our oil and gas operations.  Accordingly, we capitalize the cost to
acquire, explore for and develop oil and gas properties.  Under full cost
accounting rules, the net capitalized costs of oil and gas properties may not
exceed a "ceiling limit" which is based upon the present value of estimated
future net cash flows from proved reserves at a point in time, discounted at
10%, plus the lower of cost of fair value of unproved properties.  If net
capitalized costs of oil and gas properties exceed the ceiling limit, we must
charge the amount of the excess to earnings.  This is called a "ceiling test
write-down."  This charge does not impact cash flow from operating activities,
but does reduce our stockholders' equity.  The risk that we will be required
to write down the carrying value of oil and gas properties increases when oil
and gas prices are low or volatile.  In addition, write-downs may occur if we
experience substantial downward adjustments to our estimated proved reserves.

     14.  HEDGING TRANSACTIONS.  We may periodically use hedging transactions
with respect to a portion of our oil and gas production to achieve more
predictable cash flow and to reduce our exposure to price fluctuations. While
the use of hedging transactions limits the downside risk of price declines,
their use may also limit future revenues from price increases.  While intended
to reduce the effect of volatility of oil and natural gas, such transactions
may limit our potential gains if oil and gas prices were to rise substantially
over the price established by the hedge.  In addition, these hedging
arrangements may expose us to the risk of financial loss if:

     *  production is less than expected;

     *  there is a change in the expected differential between the underlying
        price in the hedging arrangement and the actual prices received;

Page 7


     *  the other party to the hedging contract defaults on its contract
        obligations; or

     *  a sudden, unexpected event materially affects oil or natural gas
        prices.

ITEM 2.  DESCRIPTION OF PROPERTY.

     GENERAL

     During the year ended March 31, 2001, the Company drilled 1 well and
recompleted 22 wells owning an average of 92% working interest in each. All 23
wells have been successfully completed. The Company also purchased 55
additional producing leaseholds located in the following counties in Oklahoma:
Pontotoc, Pottawatomie, and Seminole. Capital expenditures for oil and gas
activities totaled $18,721,891 in the year ended March 31, 2001.

     During the year ended March 31, 2000, the Company drilled six wells and
recompleted 22 wells owning an average of 90% working interest in each.
Twenty-six wells have been successfully completed.  One well was turned into a
disposal well and one well was declared a dry hole.  The Company also
purchased seven additional producing leaseholds located in Pontotoc County,
Oklahoma.  Also, the Company sold its leasehold acreage in Okmulgee County,
Oklahoma.  Capital expenditures for oil and gas activities totaled $1,632,982
in the year ended March 31, 2000.

     During the year ended March 31, 1999, the Company drilled and/or
completed 12 wells owning an average of 92% working interest in each.  Eleven
wells have been successfully completed.  The Company also expanded its
producing properties by purchasing interests in an additional 129 leases
located in Blaine, Caddo, Carter, Custer, Dewey, Grady, Coal, McClain, Logan,
Oklahoma, Latimer, LeFlore, Pittsburg and Pontotoc Counties, Oklahoma.
Capital expenditures for oil and gas activities totaled $4,262,264 in the year
ended March 31, 1999.

     During the year ended March 31, 1998, the Company drilled seven wells
owning an average of 95% working interest in each.  Seven wells have been
successfully completed.  In addition, the Company installed a waterflood in
south central Oklahoma.  The Company also expanded its producing property by
purchasing 100% interest in 20 wells located in Okmulgee and Creek County,
Oklahoma.  Capital expenditures for oil and gas activities totaled $694,903 in
the year ended March 31, 1998.

ESTIMATED PROVED OIL AND GAS RESERVES AND FUTURE NET REVENUES

     As of April 1, 2001, Netherland, Sewell and Associates, Inc., an
independent petroleum-engineering firm, estimated the proved developed
producing reserves for the Company's properties that represented approxi-
mately 23% of the total estimated future net revenue value discounted at
10%.   Fletcher Lewis Engineering, an independent petroleum-engineering
firm, estimated proved developed non-producing and proved undeveloped
reserves for the Company's properties that represented 77% of the total
estimated future net revenues discounted at 10%.  At March 31, 2001, oil
represented 73% and natural gas represented 27% of the total estimated
reserves denominated in equivalent barrels using a six Mcf of gas to one
barrel of oil conversion ratio.


Page 8

     The following estimates of proved reserve quantities and related
standardized measure of discounted net cash flows are estimates only, and do
not purport to reflect realizable values or fair market values of the
Company's reserves.  The Company emphasizes that reserve estimates are
inherently imprecise and that estimates of new discoveries are more imprecise
than those of producing oil and gas properties. Accordingly, these estimates
are expected to change as future information becomes available.  All of the
Company's reserves are located in the United States.

     Proved reserves are estimated reserves of crude oil (including condensate
and natural gas liquids) and natural gas that geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions.  Proved
developed reserves are those expected to be recovered through existing wells,
equipment, and operating methods.

     The following table sets forth, as of April 1, 2001, information
regarding the Company's proved reserves.  The average price used to calculate
estimated future net revenues was $25.00 per barrel held constant for oil and
$4.00 per Mcf of gas as of March 31, 2001.  Amounts do not include estimates
of future federal and state income taxes.

                                                           Estimated Future
                       Net Oil    Net Gas      Future      Net Revenues
                       (Bbls)      (Mcf)       Revenues    Discounted at 10%
                     ---------   ---------   -----------   -----------------

Proved Developed     4,479,411   3,146,618  $ 65,639,700      $ 33,895,600
Producing
Proved Developed     1,691,595  16,151,539  $ 91,379,743      $ 52,491,665
Non-Producing
Proved Undeveloped   4,698,913   4,405,387  $110,580,532      $ 60,875,351
                    ----------  ----------  ------------      ------------
    Total           10,869,919  23,703,544  $267,599,975      $147,262,616

     PRODUCTION, AVERAGE SALES PRICES AND AVERAGE PRODUCTION COSTS

     The Company's net production quantities and average sales price per unit
for the indicated years are set forth below.

                   YEAR ENDED        YEAR ENDED        YEAR ENDED
                 MARCH 31, 2001    MARCH 31, 2000    MARCH 31, 1999
                ----------------   ---------------   ----------------
PRODUCT         VOLUME    PRICE    VOLUME    PRICE   VOLUME    PRICE
-------         -------   ------   -------   ------  ------    ------

Gas (Mcf)       520,288   $ 2.62  637,387   $ 1.76    87,942   $ 1.58
Oil (bbls)      269,713   $28.16  159,113   $22.63   137,436   $13.37

     Average production costs, including production taxes, per unit of
production (using a six to one conversion ratio of Mcfs to barrels) were
$8.44, $5.67 and $6.97 per barrel in the years ended March 31, 2001, 2000 and
1999, respectively.




Page 9



     PRODUCTIVE WELLS AND DEVELOPED ACREAGE

     Developed acreage at March 31, 2001, totaled 11,826 net and 17,986 gross
acres.  At March 31, 2001, the Company owned working interests in 536.17 net
(679 gross) oil wells and 90 net (121 gross) gas wells.  In addition, the
Company owned royalty and production payment interests in approximately 49 oil
and gas wells.

     UNDEVELOPED ACREAGE

     As of March 31, 2001, the Company had 3,651 undeveloped acres.

     DRILLING AND NEW ZONE RECOMPLETIONS

     The following tables set forth the number of gross and net oil and gas
wells in which the Company has participated in drilling or new zone
recompletions and the results thereof for the periods indicated.

                                GROSS WELLS

                                  EXPLORATORY           DEVELOPMENT
YEAR ENDED     TOTAL GROSS    -------------------    -----------------
 MARCH 31,       WELLS        OIL     GAS     DRY    OIL    GAS    DRY
-----------    -----------    ---     ---     ---    ---    ---    ---
  2001            23           0       0       0      11    12       0
  2000            28           3       2       1       5    17       0
  1999            12           0       1       0       6     4       1
  1998             7           0       0       0       7     0       0
  1997            14           0       0       0      12     0       2
  1996            18           0       0       0      16     2       0
1985-1995         50           3       1       6      30     5       5
                 ---           -       -       -      --    --       -
                 152           6       4       7      87    40       8



                                 NET WELLS

                                  EXPLORATORY            DEVELOPMENT
YEAR ENDED     TOTAL NET     -------------------     -----------------
 MARCH 31,       WELLS       OIL     GAS     DRY     OIL    GAS     DRY
-----------    ----------    ---     ---     ---     ---   ------   ---
  2001          17.81         0       0       0      8.55   9.26     0
  2000          24.00        2.5     2.00     1      5.00   13.5     0
  1999           8.70         0      0.65     0      4.20    3.1     0.75
  1998           5.80         0       0       0      5.80    0       0
  1997          11.62         0       0       0      9.96    0       1.66
  1996          14.94         0       0       0     13.28    1.66    0
1985-1995       41.50        2.49    0.83    3.32   26.56    4.15    4.15
               ------        ----    ----    ----   -----   ----    ----
               124.37        4.99    3.48    4.32   73.35   31.67   6.56

PRESENT ACTIVITIES

     The Company is currently completing one gross (approximately 85% net)
well that was drilled in late May, 2001.  Additionally, the Company is
recompleting three gross (approximately 85% net)wells.


Page 10


OFFICE LEASE

     The Company currently leases approximately 6,000 square feet of office
space for its offices at 100 East 13th, Ada, Oklahoma 74820.  The space is
based on a month-to-month basis at a cost of $5,800 per month from an entity
that is partially owned by the families of Todd Robson and James Robson, Sr.
The Company believes that these offices are suitable and adequate to meet its
present and anticipated needs.

ITEM 3.  LEGAL PROCEEDINGS.

     There are no pending legal proceedings in which the Company is a party,
and the Company is not aware of any threatened legal proceedings involving the
Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 2001.


                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a)  MARKET INFORMATION.  The Company's Common Stock began trading on the
Nasdaq National Market in September 2000, under the symbol "PNTU."  Prior to
that time, the Company's Common Stock was traded on the Nasdaq Small-Cap
Market and before December 31, 1999, on the over-the-counter market and was
quoted on the NASD's OTC Bulletin Board.  The following table sets forth the
high and low sale prices for the Company's securities as reported by the
Nasdaq Stock Market since December 13, 1999, and the high and low bid prices
for the prior periods.

             QUARTER ENDED                 HIGH BID     LOW BID
             -------------                 --------     -------

     June 30, 1999                          $ 7.19       $5.00
     September 30, 1999                     $ 8.50       $6.25
     December 31, 1999                      $ 8.06       $6.25
     March 31, 2000                         $ 7.50       $6.00

     June 30, 2000                          $10.00       $6.75
     September 30, 2000                     $10.063      $9.00
     December 31, 2000                      $ 9.813      $8.625
     March 31, 2001                         $10.00       $8.875

     (b)  HOLDERS.  As of June 18 2001, the Company had 113 shareholders of
record.  This does not include shareholders who hold stock in street name.

     (c)  DIVIDENDS.  The Company has never paid a cash dividend on its common
stock and does not expect to pay a cash dividend in the foreseeable future.
Pursuant to the terms in the Loan Agreement with Local Oklahoma Bank, N.A. the
Company is prohibited from paying any dividends without the prior consent of
the Lender.



Page 11


     (d)  RECENT SALES OF UNREGISTERED SECURITIES.  During the quarter ended
March 31, 2001, the Company issued 110,000 shares of its common stock to
acquire the remaining 55% interest in Pontotoc Holdings, Inc., which were not
registered under the Securities Act of 1933 as amended.  With respect to this
transaction, the Company relied on Section 4(2) of the Act.  The investors
signed an agreement in which they represented that they acquired the shares
for investment only and not for the purpose of resale or distribution.  The
appropriate restriction legends were placed on the certificates and stop
transfer orders were issued to the transfer agent.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     RESULTS OF OPERATIONS

     This Report contains forward-looking statements that involve a number of
risks and uncertainties.  While these statements represent the Company's
current judgment in the future direction of the business, such risks and
uncertainties could cause actual results to differ materially from any future
performance suggested herein.  The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking
statements that may be made to reflect events of circumstances after the date
hereof or to reflect the occurrence of unanticipated events.  Certain factors
that could cause results to differ materially from those projected in the
forward-looking statements are set forth under "RISK FACTORS" in Item 1.

YEAR ENDED MARCH 31, 2001 COMPARED TO THE YEAR ENDED MARCH 31, 2000

     During December 2000, historic inclement weather conditions shut down
electrical power to Southern Oklahoma and caused production setbacks.
Specifically, subzero temperatures and ice storms occurring in late December
forced the Company to curtail all of its oil and natural gas production for
approximately 12 days in December, 2000 and 12 days in January, 2001. This
setback caused the Company to lose revenue from approximately 30,000boe during
this time.  Additionally, all development work came to a standstill in order
for the Company to rebuild and repair damages done to power lines and poles
and to some of the gas pipeline.  Over 45 days and approximately $100,000 were
spent on rebuilding and repair efforts.  The Company estimates that it lost
over 60 days prior to being able to resume its development of new properties.

     Operating revenues for the year ended March 31, 2001, increased
$4,227,220(87%) from the prior year.  This increase is due to primarily to a
110,600 bbls. (70%) increase in oil production offset by an 117,099 mcf (18%)
decrease in gas production.  The net increase was due primarily to the
acquisition of OBEC and the working interest of OBEC's partners and the
drilling and successful recompletion of 23 wells through the year.  Included
in the purchase were working interests in approximately 49 oil and gas leases.
Oil prices received increased 24% ($5.53 per bbl.) and gas prices received
increased 49% (0.86 per mcf).

     Production costs for the year ended March 31, 2001, increased
$1,502,025(100%) due primarily to the addition of oil and gas properties from
the OBEC acquisition and the costs associated with those properties, along
with higher production taxes associated with the increase in oil and gas
production.





Page 12


     Depreciation, depletion and amortization costs of the year ended March
31, 2001, rose $488,616 (135%) as compared to the prior year mainly due to the
addition of oil and gas properties $18,721,891 and additional property and
equipment ($447,599).

     General and administrative expenses increased $332,002(139%) due to the
addition of administrative employees and an increase in investor relations,
legal and contract expense associated with a public relations contract.
Approximately $75,000 of the increases was due to expenses associated with the
Merger Agreement with Ascent Energy, Inc.

     YEAR ENDED MARCH 31, 2000 COMPARED TO THE YEAR ENDED MARCH 31, 1999

     Operating revenues for the year ended March 31, 2000, increased
$2,842,640 (134%) from the prior year due to a 549,445 mcf (624%) increase in
gas production and a 21,677 bbls. (16%) increase in oil production that was
achieved by the drilling and successful recompletion of 27 wells through the
year. Also, oil prices received increased 69% ($9.26 per bbl.) and gas prices
received increased 11% (0.18 per mcf).

     Production costs for the year ended March 31, 2000, increased
$472,549(45%) due to the addition of 7 oil and gas properties and the costs
associated with those properties, along with higher production taxes
associated with the increase in oil and gas production.

     Depreciation, depletion and amortization costs of the year ended March
31, 2000, rose $140,094 (63%) as compared to the prior year mainly due to the
addition of oil and gas properties ($1,632,982) and additional property and
equipment ($268,611).

     General and administrative expenses increased $20,641 (6%) due to the
addition of administrative employees.

     CAPITAL RESOURCES AND LIQUIDITY

     The Company's working capital was $1,355,124 at March 31, 2001, compared
to $1,883,549 at March 31, 2000.  The decrease in working capital is due to
the Companying using its beginning cash along with cash provided by operations
and financing activities for use in investing activities.

     During the year ended March 31, 2001, cash generated by operating
activities was $4,079,639 compared to cash generated of $2,661,997 for the
year ended March 31, 2000. The increase in the amount of cash generated was
primarily due to the OBEC acquisition and the Company's continued recompletion
program which increased oil production by 16% together with a 24% increase in
the price of oil.

     Cash used in investing activities during the year ended March 31, 2001,
was $13,387,749 compared $650,647 for the prior year. The Company paid
$2,839,624 toward recompletions and acquiring additional oil and gas
properties and $10,133,329 associated with the acquisition of OBEC and it's
working interest partners.

     Cash provided by financing activities during the year ended March 31,
2001, was $8,100,236 compared to $(508,723)used in financing activities during
the prior year. The Company repaid $6,436,426 and borrowed $14,347,712 during
the year. Also the Company had net proceeds of $146,250 from the exercise of
stock options.

Page 13

     The Company has approved a budget of approximately $1,500,000 to drill
approximately eight(8) new wells and to recomplete 20 to 30 existing wells to
continue its shallow gas program started in the prior year. The funds
necessary for these recompletions will be generated through cash flow and
borrowings on our line of credit. Effective June 1, 2000, the Company has a
$14,500,000 line of credit with an in-state bank.  Interest on the line of
credit is Libor plus 2% and is secured by certain oil and gas properties of
the Company.

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-25 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     Not applicable.

                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The directors and executive officers of the Company and its wholly owned
subsidiaries, their ages and positions held in the Company are as follows:

          NAME               AGE           POSITIONS HELD AND TENURE
          ----               ---           -------------------------

James "Robby" Robson, Jr.    42     President, Chief Executive Officer and
                                    Director

Todd Robson                  38     Vice President, Secretary, Treasurer
                                    and Director

James Robson, Sr.            62     Vice President and Director

Brian K. Gourley             39     Director

Timothy A. Jurek             49     Director

Lyle P. Phillips             63     Director

     There is no family relationship between any Director and Executive
Officer of the Company except that James Robby Robson, Jr. and Todd Robson are
brothers and their father is James Robson, Sr.

     The Company has an audit committee that consists of Brian K. Gourley,
Lyle P. Phillips and Todd Robson.  The audit committee reviews the annual
financial statements, any significant accounting issues, and the scope of the
audit with the independent auditors and discusses with the auditors any other
audit-related matters that may arise.

     Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the principal
occupations and employment of such persons during at least the last five
years:

Page 14

     JAMES "ROBBY" ROBSON, JR. - President, Chief Executive Officer and
Director.  Mr. Robson has served as the President, Chief Executive Officer and
a Director of the Company since December 1997, and has held these same
positions with Pontotoc Production Company, Inc., the Company's wholly-owned
subsidiary, since January 1987.  From January 1985 through January 1987, he
worked as a consultant for Pontotoc Production Company, Inc.  From April 1982
until January 1985, he served as the President of Robco Oil Co.  From August
1981 until March 1982 he served as Vice President of Marketing for Daner Oil
Co., Inc.  From March 1981 until August 1981, he was a free agent running back
with the Pittsburgh Steelers.  Mr. Robson attended Youngstown State University
from 1977 until 1981.

     TODD ROBSON - Vice President, Secretary, Treasurer and Director.  Mr.
Robson has served as Vice President, Secretary and a Director of the Company
since December 1997, and has held these same positions with Pontotoc
Production Company, Inc., the Company's wholly owned subsidiary, since January
1987.  From January 1985 until January 1987, he served as President and a
Director of Pontotoc Production Company, Inc.  From January 1983 until January
1985, he was Vice President of Marketing for Robco Oil Co., Inc.

     JAMES ROBSON, SR. - Vice President and Director.  Mr. Robson has served
as Vice President and Director of the Company since December 1997, and has
held these same positions with Pontotoc Production Company, Inc., the
Company's wholly owned subsidiary, since January 1985.   From April 1982 until
January 1985, he served as Vice President of Operations for Robco Oil Co.,
Inc.

     BRIAN K. GOURLEY - Director.  Mr. Gourley has served as a Director of the
Company since January 1998.  He has served as Chief Operating Officer and a
Partner of  BetterBody Company, Ada, Oklahoma, a company engaged in orthopedic
manufacturing, since January 1998.  From April 1989 until January 1997, he
served as Vice President of Operations and a Partner of Look, Inc., a company
engaged in manufacturing medical eye implant devices.  From April 1986 until
April 1989, he was the Production Engineering Manager and Chief Engineer of
Electrovert USA Corp.

     TIMOTHY A. JUREK - Director.  Mr. Jurek has served as a Director of the
Company since September 1999.  He has served as the President of Pontotoc
Gathering LLC since March 1999.  He worked as a project engineer for Conoco
from 1978 until 1981.  In 1981, he formed Western States Gas, the first of
five natural gas gathering and marketing companies that Mr. Jurek founded and
operated between 1981 and 1999.  He has provided independent consulting
services to the gas industry, been involved with acquisitions and mergers,
served as an officer and director and has been a member of gas industry
associations.

     LYLE P. PHILLIPS - Director.  Mr. Phillips has served as a Director of
the Company since September 1999.  Mr. Phillips has been a private investor
since August 1993.  From September 1989 to August 1993, he served as Vice
Chairman and as a director of First Continental Bank & Trust Co.  From March
1991 until December 1992, he also served as the President and CEO of First
Continental Bank & Trust.  From September 1981 to June 1988, Mr. Phillips
served as Vice Chairman, President and CEO of Kustom Electronics.




Page 15



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
Director, Officer or beneficial owner of more than 10% of the Company's Common
Stock, failed to file on a timely basis reports required by Section  16(a) of
the Exchange Act during the most recent fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

Compensation of Executive Officers

     The following table sets forth information regarding the executive
compensation for the Company's President. No executive officer received
compensation in excess of $100,000 for the year ended March 31, 2001, 2000 and
1999:
<TABLE>
<CAPTION>

                                        SUMMARY COMPENSATION TABLE

                                                        LONG-TERM COMPENSATION
                                                    -----------------------------
                         ANNUAL COMPENSATION              AWARDS         PAYOUTS
                   ------------------------------  --------------------  --------
                                                               SECURI-
                                                                 TIES
                                                               UNDERLY-
                                          OTHER       RE-        ING                 ALL
                                          ANNUAL    STRICTED   OPTIONS/             OTHER
NAME AND PRINCIPAL                        COMPEN-    STOCK      SARs       LTIP     COMPEN-
POSITION            YEAR  SALARY   BONUS  SATION     AWARD(S)  (NUMBER)   PAYOUTS   SATION
------------------  ----  -------  -----  ------    --------   --------   -------   ------
<S>                 <C>   <C>      <C>    <C>       <C>        <C>        <C>       <C>
James "Robby"       2001  $78,147    --   $7,788(1)    --        7,500       --       --
Robson, Jr.,        2000  $50,160    --   $6,561(1)    --       15,000       --       --
President           1999  $36,500    --   $3,504(1)    --         --         --       --
_____________

(1)  Represents dues paid to Oak Hill Country Club.
</TABLE>

Option/SAR Grants in Last Fiscal Year

     The following table sets forth certain information with respect to
options granted to the executive officers named in the Summary Compensation
Table during the fiscal year ended March 31, 2001.  The Company has never
granted any stock appreciation rights.










Page 16


                   Options/SAR Grants in Last Fiscal Year
                            Individual Grants

                         Number of     % of Total
                        Securities  Options Granted  Exercise
                        Underlying  to Employees in   Price     Expiration
         Name             Options     Fiscal Year    ($/Share)    Price
         ----           ----------  ---------------  ---------  ---------

James "Robby" Robson,     7,500          9.6%          $7.75      5/31/05
  Jr.

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

     The following table sets forth information with respect to the executive
officers named in the Summary Compensation Table regarding the exercise of
options to purchase common stock during the fiscal year ended March 31, 2001,
and unexercised options held as of March 31, 2001.  The Company has never
granted any stock appreciation rights.

              Aggregated Option Exercises in Last Fiscal Year
                          And FY-End Option Values
                                                                 Value of Un-
                                                                 Exercised
                                   Securities Underlying         In-the-Money
                                   Unexercised Options at        Options at
                                        FY-End(#)                YE-End($)(1)
                  Shares           ----------------------        ------------
                 Acquired
                    On
                 Exercise      Value          Exercisable/       Exercisable/
Name             (Number)    Realized        Unexercisable      Unexercisable
----             --------    --------        -------------      -------------

James "Robby"
 Robson, Jr.        0            0             22,500/0           $84,855/0


(1)  Market value of the underlying securities at fiscal year-end minus the
     Option exercise price.  The closing price of the common stock on the
     Nasdaq National Market on March 30, 2001, the last trading day of the
     fiscal year, was $9.688.

STOCK OPTION PLAN

     During November 1997, the Board of Directors adopted a Stock Option Plan
(the "Plan"), and on November 12, 1997, the Corporation's shareholders
approved the Plan.  The Plan authorizes the issuance of options to purchase up
to 500,000 shares of the Company's Common Stock.

     The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company.  The Board has
the power to determine at the time that the option is granted whether the
option will be an Incentive Stock Option (an option which qualifies under


Page 17


Section 422 of the Internal Revenue Code of 1986) or an option that is not an
Incentive Stock Option.  The Board determines vesting provisions at the time
options are granted.  The option price for any option will be no less than the
fair market value of the Common Stock on the date the option is granted.

     Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not
they are incentive stock options for stock options granted to employees.  In
accordance with FASB Interpretation No. 44 of APB25, Accounting for Stock

     Issued to Employees, stock options granted to non-employees subsequent to
December 15, 1998 are measured at the fair value of the options.  The
Interpretation requires accounting recognition attributable to the service
period remaining subsequent to July 1, 2000.  Generally, there will be no
federal income tax consequences to the Company in connection with Incentive
Stock Options granted under the Plan.  With regard to options that are not
Incentive Stock Options, the Company will ordinarily be entitled to deductions
for income tax purposes of the amount that option holders report as ordinary
income upon the exercise of such options, in the year such income is reported.

     As of March 31, 2001, 129,050 options were outstanding.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information as of June 25, 2001, with
respect to the beneficial ownership of the Company's common stock by:

     *  each person who is known by the Company to beneficially own more
        than 5% of its common stock;

     *  each director and executive officer of the Company; and

     *  all directors and executive officers of the Company as a group.

     Except as otherwise indicated, persons listed below have sole voting and
investment power with respect to all shares held by them.  The number of
shares of common stock outstanding used to calculate the percentage for each
person listed includes the shares of common stock that could be acquired by
that person upon the exercise of an option within 60 days of June 29, 2001,
but excludes such shares of common stock that could be so acquired by any
other person.

                                 Shares of Common
  Name and Address              Stock Beneficially           Percent of
of Beneficial Owner                  Owned                  Common Stock
-------------------             ------------------          ------------

James "Robby" Robson, Jr.             595,997(1)               11.1%

Todd Robson                           592,551(2)               11.0%

James Robson, Sr.                     398,813(3)                7.4%

Brian K. Gourley                       58,671                   1.1%



Page 18




Timothy A. Jurek                       85,000(4)                1.6%

Lyle P. Phillips                      299,000(5)                5.6%

All Directors and Executive
Officers as a Group (6 persons)     2,030,032(1)(2)(3)(4)      37.8%
______________________

 *   Less than one percent.

(1)  Includes 2,000 shares held by Mr. Robson's children, 2,000 shares
     underlying currently exercisable stock options held by Mr. Robson's wife
     and 22,500 shares underlying currently exercisable stock options held
     directly.

(2)  Includes 22,500 shares underlying currently exercisable stock options.

(3)  Includes 7,500 shares underlying currently exercisable stock options.

(4)  Includes 60,000 shares held by Mr. Jurek as trustee of four trusts for
     the benefit of Mr. Jurek and members of his immediate family.

(5)  Represents 256,000 shares held by Mr. Phillips' revocable trust, 25,000
     shares held by Mr. Phillips' wife's revocable trust and 18,000 shares
     held by a trust of which Mr. Phillips' wife serves as trustee.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company currently leases approximately 6,000 square feet of office
space for its offices at 100 East 13th, Ada, Oklahoma 74820.  The space is
based on a month-to-month basis at a cost of $5,800 per month from an entity
that is partially owned by the families of Todd Robson and James Robson, Sr.
The Company believes that these offices are suitable and adequate to meet its
present and anticipated needs.

     On March 1, 2001, the Company acquired the 55% ownership it did not own
from the other stockholders of Pontotoc Holdings, Inc. in exchange for an
aggregate of 110,000 shares of the Company's common stock.  Timothy A. Jurek,
as trustee of four family trusts, received 60,000 of the shares of the
Company's common stock in this transaction.

     During the year ended March 31, 2001, the Company recognized
approximately ($54,000) in loss under the equity method from Pontotoc
Gathering LLC prior to Pontotoc Holdings, Inc.(the parent company of Pontotoc
Gathering LLC) becoming a wholly owned subsidiary on March 1, 2001.  During
1999, the Company loaned $70,000 to this LLC under a note agreement that
required monthly payments of interest at 10% and matured on April 30, 2001.
During the year ended March 31, 2001, the Company received the remaining
principal payments of $6,300 on this note.

     The Company sold its natural gas to the LLC on an 80/20 contract through
February, 2001, which means that the Company received 80% of the spot price
less the cost of transportation. From April 1, 2000 through February 28, 2001,
natural gas sales to Pontotoc Gathering LLC totaled approximately $933,064.
Prior to establishing Pontotoc Gathering LLC the Company had received
approximately 55% of the spot price less the cost of transportation on its
sales of natural gas.

Page 19



    Management believes that the terms of the transactions with Pontotoc
Gathering LLC were at least as favorable as those that could be obtained from
nonaffiliated parties.


                                   PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  3.  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                   LOCATION

 3.1        Articles of Incorporation,    Incorporated by reference to
            as Amended                    Exhibit 2.1 to the Registrant's
                                          Form 10-SB Registration State-
                                          filed on September 5, 1996

 3.2        Bylaws                        Incorporated by reference to
                                          Exhibit 2 to the Registrant's
                                          Form 10-SB Registration State-
                                          ment filed on September 5, 1996

10.1        Share Exchange Agreement      Incorporated by reference to
            with Pontotoc Production      the Registrant's Form 8-K dated
            Company, Inc. dated           December 10, 1997, and filed
            December 10, 1997             December 23, 1997

10.2        Agreement and Plan of         Filed herewith electronically
            Merger between Pontotoc
            Holdings, Inc., Pontotoc
            Merger Company and
            Pontotoc Production, Inc.

10.3        Agreement and Plan of         Incorporated by reference to
            Merger among Ascent           Annex A to the Initial Form S-4
            Energy, Inc., Pontotoc        filed by Ascent Energy on
            Acquisition Corp. and         March 28, 2001
            Pontotoc Production, Inc.

10.4        Stock Purchase and            Incorporated by reference to
            Sale Agreement between        the Registrant's Form 8-K dated
            Mike Cantrell and             June 1, 2000, and filed
            Pontotoc Production, Inc.     June 15, 2000

10.5        Amended and Restated          Incorporated by reference to
            Agreement among Local         the Registrant's Form 8-K dated
            Oklahoma Bank, N.A.,          June 1, 2000 and filed
            Pontotoc Production,          June 15, 2000
            Inc., et al

21          Subsidiaries of the           Filed herewith electronically
            Registrant

23.1        Consent of Grant Thornton     Filed herewith electronically
            LLP


Page 20


23.2        Consent of Fletcher Lewis     Filed herewith electronically
            Engineering, Inc.

23.3        Consent of Netherland,        Filed herewith electronically
            Sewell & Associates, Inc.

     (b)  REPORTS ON FORM 8-K. The Compnay filed a Report on 8-K dated March
1, 2001 reporting information under Item 2-Acquisition or Disposition of
Assets concerning the acquisition of the remaining 55% in Pontotoc Holdings,
Inc. that the Company did not already own.

     The Company filed a Report on 8-K dated June 18, 2001 for the purpose of
filing the Financial Statements as of March 31, 2001 (unaudited) and March 31,
2000 (audited).

     The Company filed a Report on 8-KA dated June 22 ,2001 to amend the
Report on 8-K dated June 18, 2001.









































Page 21


                        INDEX TO FINANCIAL STATEMENTS


                                                              PAGE(S)
Financial Statements:
     Report of Independent Certified Public Accountants . . .  F-2

     Balance Sheets, March 31, 2001 and 2000 . . . . . . . .   F-3

     Statements of Earnings for the years
     ended March 31, 2001 and 2000. . . . . . . . . . . . . .  F-4

     Statement of Stockholders' Equity
     for the years ended March 31, 2001 and 2000. . . . . . .  F-5

     Statements of Cash Flows for the years
     ended March 31, 2001 and 2000. . . . . . . . . . . . . .  F-6

     Notes to Financial Statements. . . . . . . . . . . . . .  F-8 - F-25








































                                      F-1


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Pontotoc Production, Inc.

We have audited the accompanying consolidated balance sheets of Pontotoc
Production, Inc. and Subsidiaries, as of March 31, 2001 and 2000, and the
related consolidated statements of earnings, stockholders' equity, and cash
flows for the years then ended.  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 audits.

We conducted our audits 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
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Pontotoc
Production, Inc. and Subsidiaries, as of March 31, 2001 and 2000, and the
results of their consolidated operations and their consolidated cash flows for
the years then ended in conformity with accounting principles generally
accepted in the United States of America.




/s/Grant Thornton LLP

GRANT THORNTON LLP

Oklahoma City, Oklahoma
May 24, 2001 (except for Note N,
as to which the date is June 8, 2001)


















                                      F-2


                   PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                   March 31,

     ASSETS                                         2001           2000
                                                -----------     ----------
CURRENT ASSETS
  Cash and cash equivalents (note A1)           $   565,923     $1,773,797
  Trading securities (note A2)                          658          4,723
  Accounts receivable, net of allowance
   for doubtful accounts of $1,361 in
   2001 and 2000 (note A10)                       1,247,073        700,376
  Other current assets (note A3and A13)             449,811         17,915
                                                -----------     ----------
     Total current assets                         2,263,465      2,496,811

PROPERTY AND EQUIPMENT - AT COST, net
  Based on the full cost method of accounting
  For oil and gas properties
  (notes A4,B,C,D and J)                         24,885,509      6,213,734
NOTE RECEIVABLE - AFFILIATE (note K)                  1,063          7,800
OTHER (notes K and L)                                65,736        170,461
                                                -----------     ----------
                                                $27,215,773     $8,888,806
                                                ===========     ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                            $   273,930     $   91,960
    Accrued and other current liabilities           165,943         24,239
    Income taxes payable (note G)                   138,324        230,917
    Deferred income taxes (note G)                  273,144        266,146
    Current note payable (note E)                    57,000           -
                                                -----------     ----------
          Total current liabilities                 908,341        613,262
LONG-TERM DEBT, less current maturities(note F)   7,911,286           -
DEFERRED INCOME TAXES (note E)                    6,940,717        882,219
COMMITMENTS AND CONTINGENCIES (note H)                 -              -

STOCKHOLDERS' EQUITY (note L)
 Common stock - $.0001 par value; authorized,
  100,000,000 shares; issued and outstanding,
  5,323,695 shares in 2001 and 5,176,445
  shares in 2000                                        532            517
 Preferred stock - $.0001 par value;
  authorized, 5,000,000 shares; issued and
  outstanding, none                                    -              -
 Additional paid-in capital                       5,255,736      3,980,550
 Retained earnings                                6,199,161      3,412,258
                                                -----------     ----------
                                                 11,455,429      7,393,325
                                                -----------     ----------
                                                $27,215,773     $8,888,806
                                                ===========     ==========

The accompanying notes are an integral part of these statements.

                                      F-3


                   PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS

                              Year ended March 31,

                                                    2001           2000
                                                 ----------     ----------
Operating revenues
 Oil and gas sales (note A6)                     $9,014,874     $4,832,805
 Gas gathering income                                45,151           -
                                                 ----------     ----------
                                                  9,060,025      4,832,805

Operating costs and expenses
 Production                                       3,007,403      1,505,351
 Gas gathering purchases                             27,565           -
 Depreciation, depletion, and amortization          850,168        361,552
 General, administrative, and other                 571,268        239,266
                                                 ----------     ----------
                                                  4,456,404      2,106,169
                                                 ----------     ----------
     Earnings from operations                     4,603,621      2,726,636

Other income                                         37,559        226,336
Interest expense                                   (636,417)      (107,146)
                                                 ----------     ----------
     Earnings before income taxes                 4,004,763      2,845,826

Provision for income taxes (note G)               1,217,860        851,066
                                                 ----------     ----------
     NET EARNINGS                                $2,786,903     $1,994,760
                                                 ==========     ==========

Earnings per share - basic (note A11)            $      .54     $      .41
                                                 ==========     ==========

Earnings per share - diluted (note A11)          $      .53     $      .40
                                                 ==========     ==========

Weighted average number of common
 shares outstanding:
  Basic                                           5,209,142      4,823,521
                                                 ==========     ==========
  Diluted                                         5,250,345      5,009,576
                                                 ==========     ==========











The accompanying notes are an integral part of these statements.

                                      F-4


                PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended March 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                   Additional
                                  Common stock      paid-in      Retained
                                Shares    Amount    capital      earnings     Total
                               ---------  -------  ----------   ----------  ----------
<S>                            <C>        <C>      <C>          <C>         <C>

Balance at April 1, 1999       4,654,513  $  465   $2,018,828   $1,417,498  $3,436,791

Issuance of common stock         521,932      52    1,961,722         -      1,961,774

Net earnings                        -       -            -       1,994,760   1,994,760
                               ---------  ------   ----------   ---------- -----------

Balance at March 31, 2000      5,176,445     517    3,980,550    3,412,258   7,393,325

Issuance of common stock         147,250      15    1,275,186           -    1,275,201

Net earnings                        -       -            -       2,786,903   2,786,903
                               ---------  ------   ----------   ---------- -----------

Balance at March 31, 2001      5,323,695  $  532   $5,255,736   $6,199,161 $11,455,429
                               =========  ======   ==========   ========== ===========

</TABLE>























The accompanying notes are an integral part of this statement.

                                      F-5



                 PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                           Year ended March 31,

                                                    2001           2000
                                                 -----------    -----------
Increase (Decrease) in Cash and Cash
 Equivalents

Cash flows from operating activities
 Net earnings                                    $ 2,786,903    $ 1,994,760
 Adjustments to reconcile net earnings to
  Net cash provided by operating activities
   Depreciation, depletion, and amortization         850,168        361,552
   Deferred income taxes                             829,094        629,958
   Net (earnings) loss of investee                    54,826       (113,451)
   Non-cash compensation                              21,157         14,316
   Gain on sale of asset                              (2,485)          -
   Change in assets and liabilities
    (Increase) decrease in
     Accounts receivable, net                       (489,808)      (404,834)
     Other assets                                    (43,432)        (2,689)
    Increase (decrease) in
     Accounts payable                                 24,105        (11,554)
     Accrued and other current liabilities           141,704        (27,169)
     Income taxes payable                            (92,593)       221,108
                                                 -----------    -----------
      Net cash provided by operating activities    4,079,639      2,661,997

Cash flows from investing activities
 Proceeds from note receivable - affiliate             6,300         63,700
 Issuance of note receivable - affiliate                -            (1,500)
 Purchase of property and equipment                 (447,599)      (267,531)
 Proceeds on sales of property and equipment          11,413      1,088,754
 Oil and gas property additions                   (2,839,624)    (1,534,070)
 Oil and gas property dispositions                    15,000           -
 Purchase of business   net of cash acquired     (10,133,239)          -
                                                 -----------    -----------
      Net cash (used in)investing activities     (13,387,749)      (650,647)

Cash flows from financing activities
 Borrowings                                       14,414,412        281,986
 Repayment of borrowings                          (6,460,426)    (2,646,704)
 Sale of common stock, net of offering costs          -           1,855,995
 Proceeds from exercise of stock options             146,250           -
                                                 -----------    -----------
      Net cash provided by (used in) financing
       activities                                  8,100,236       (508,723)
                                                 -----------    -----------
      NET (DECREASE) INCREASE IN CASH AND
        CASH EQUIVALENTS                          (1,207,874)     1,502,627

Cash and cash equivalents at beginning of year     1,773,797        271,170
                                                 -----------    -----------
Cash and cash equivalents at end of year         $   565,923    $ 1,773,797
                                                 ===========    ===========

The accompanying notes are an integral part of these statements.

                                      F-6


                   P0NTOTOC PRODUCTION, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                                Year ended March 31,

                                                    2001           2000
                                                 -----------    -----------
Supplemental Cash Flow Information

Cash paid during the year for:

    Interest                                        $633,346   $   107,146
    Income taxes                                     481,360          -

Noncash investing and financing activities:

During 2001, the Company acquired all of the capital stock of Oklahoma Basic
Economy Corporation and the working interest of Oklahoma Basic Economy
Corporation's partners for $10,133,239 in cash.

          Estimated fair value of assets acquired  $14,744,364
          Less liabilities assumed                  (4,611,125)
                                                   -----------
          Cash paid net of cash acquired           $10,133,239
                                                   ===========

During 2001, the Company acquired the remaining 55% interest in a 45% owned
investee in exchange for 110,000 shares of common stock. In conjunction with
the acquisition assets were acquired and liabilities were assumed as follows:

          Estimated fair value of assets acquired  $ 1,845,638
          Less liabilities assumed                    (759,388)
                                                   -----------
          Estimated fair value of common stock     $ 1,086,250
                                                   ===========

During 2001 a consulting agreement entered into during 2000 was amended to
provide services through July, 2003 and 8,000 additional shares of common
stock was issued with a fair value of $42,700.  The new agreement resulted in
an expense in the year 2001 of $21,157.

During 2000, a consulting agreement was financed through the issuance of
14,000 shares of common stock with a fair value of $50,120.  Under this
agreement, consulting services were to be provided for 42 months that resulted
in an expense in the year 2000 of $14,316.

During 2000, property and equipment and oil and gas property additions of
$55,659 was financed through the issuance of 13,000 shares of common stock.

During 2000, depreciation expense on oil field service equipment of $14,382
was capitalized to oil and gas properties.  During 2001 and 2000, property and
equipment and oil and gas property additions of $38,054 and $44,333 were
financed through accounts payable, respectively.


The accompanying notes are an integral part of these statements.

                                      F-7


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            March 31, 2001 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

On December 10, 1997, Pontotoc Production Company, Inc. ("Pontotoc"), an
existing oil and gas exploration company, was acquired by Mahogany Capital,
Inc. ("Mahogany"), a nonoperating public shell corporation, through exchange
of 100% of the issued and outstanding shares of Pontotoc's common stock for
approximately 84% of the outstanding shares of Mahogany's common stock.
Mahogany's legal name was changed to Pontotoc Production, Inc. (the
"Company").  The acquisition was considered to be a capital transaction, in
substance equivalent to the issuance of stock by Pontotoc for the net monetary
assets of Mahogany, accompanied by a recapitalization of Pontotoc.  Common
stock and additional paid-in capital were restated to reflect this
recapitalization.

The major operations of the Company consist of exploration, production, and
sale of crude oil and natural gas in the United States with an area of
concentration in shallow reserves in the vicinity of Pontotoc County,
Oklahoma.  Other business segments are not a significant factor in the
Company's operation.

On January 19, 2001, the Company entered into a definitive agreement and plan
of merger to be acquired by privately held Ascent Energy, Inc. through an
exchange offer. Under the terms of the agreement, Ascent Energy will pay or
deliver to the Company's stockholders, in exchange for each share of Company
common stock, $9.00 net in cash and Ascent Energy convertible preferred stock
having a liquidation preference of $2.50 per share. The Ascent Energy stock
will be convertible into 10% of the outstanding common stock of Ascent Energy
on a fully-diluted basis. The Company has not intended to infer in its prior
disclosures that the value of the Ascent Energy mandatorily convertible stock
is $2.50 per share.  Ascent Energy anticipates recording the Ascent Energy
stock at $.49 per share in accordance with generally accepted accounting
principles.  This transaction is expected to be completed by the end of July,
2001.

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.

1.    Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less and money market funds to be cash
equivalents.

The Company maintains its cash in bank deposit accounts and money market funds
that may not be federally insured.  The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on such accounts.

At March 31, 2001, the Company had cash and cash equivalents of approximately
$516,972 in a margin account.


                                     F-8


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           March 31, 2001 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

2.    Investments

Trading securities are carried at fair value with unrealized gains and losses
included in earnings.

Investments in affiliated companies and joint ventures owned 20% to 50% or
which the Company is able to exercise significant influence over operations
are accounted for on the equity method.  Accordingly, the consolidated
statements of earnings include the Company's share of the affiliated entities'
net earnings.

3.    Futures Contracts

The Company contracts to sell crude oil at future dates at prices based on
then-current market prices.  Due to wide fluctuations in the market prices for
crude oil, the Company frequently enters into futures contracts to hedge the
price risk associated with anticipated sales.  Gains and losses on these
contracts are deferred and recognized concurrently with the revenues from the
associated exposures. For the years ended March 31, 2001 and 2000 the Company
reduced oil and gas revenue by approximately $494,000 and $159,000,
respectively, for losses on hedge contracts.  At March 31, 2001, the Company
has entered into futures contracts for 132,000 barrels of crude oil (average
of 13,200 barrels per month) at average prices of $26.20 per barrel settling
at various dates through February 2002.  The losses on these futures contracts
at March 31, 2001 and 2000 of approximately $139,000 and $6,300, respectively,
have been deferred and are reflected in other current assets.

To a lesser extent, the Company enters into contracts to sell oil at future
dates which are designated as speculative at the inception of the contract.
These contracts are recognized at fair value with gains or losses charged to
operations.  During the year ended March 31, 2001 the Company recognized
$44,284 in gains from such contracts.  The Company has no speculative
contracts at March 31, 2001.

4.    Property and Equipment

The full cost method of accounting is used to account for oil and gas
properties.  Under this method of accounting, all costs incident to the
acquisition, exploration, and development of properties (both developed and
undeveloped), including costs of abandoned leaseholds, lease rentals,
unproductive wells, and well drilling and equipment costs, are capitalized.
If the Company's unamortized costs exceed the cost center ceiling (defined as







                                     F-9


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           March 31, 2001 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

the sum of the present value, discounted at 10%, of estimated future net
revenues from proved reserves, less related income tax effects), the excess is
charged to expense in the year in which the excess occurs.  Generally, no
gains or losses are recognized on the sale or disposition of oil and gas
properties.  Income in connection with contractual services performed on wells
in which the Company has an economic interest is credited to oil and gas
properties as a component of the full cost pool.

Depreciation and depletion of proved oil and gas properties as well as
estimated future development costs on proved undeveloped properties are
amortized using the units-of-production method. The units-of-production method
is based primarily on estimates of reserve quantities.  Due to uncertainties
inherent in this estimation process, it is at least reasonably possible that
reserve quantities will be revised significantly in the near term.

Pipeline and support equipment are stated at cost, net of depreciation.
Depreciation and amortization is computed using straight-line and accelerated
methods over the estimated useful lives of the assets of 5 to 25 years.

Estimated useful lives of other equipment is as follows:

     Furniture, fixtures, and office equipment             5-7 years
              Automobiles and trucks                         5 years
              Leasehold improvements                         7 years
            Buildings and improvements                   10-25 years

Impairment losses are recorded on property and equipment when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.

5.    Revenue Recognition and Gas Imbalances

Oil and gas sales are recognized when the product is transported from the well
site.

Gas imbalances are accounted for under the sales method whereby revenues are
recognized based on actual production sold.  A liability is recorded when the
Company's excess takes of natural gas volumes exceed its estimated remaining
recoverable reserves (overproduced).  No receivables are recorded for those
wells where the Company has taken less than its ownership share of gas
production (underproduced).  At March 31, 2001, the Company's gas balancing
position was approximately 7,000 mcf underproduced.








                                     F-10


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           March 31, 2001 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

6.     Reimbursements

Pontotoc's production and general and administrative costs are recognized net
of reimbursements from outside joint interest owners to the extent that such
reimbursements do not exceed that portion of production and general and
administrative costs attributable to outside joint interest owners based on
their respective holding in the jointly held properties.  General and
administrative costs of $50,795 and $14,382 respectively were capitalized for
the years ended March 31, 2001 and 2000, which were directly identified with
acquisition, exploration and development activity undertaken by the Company.
General and administrative costs recovered through allocations to other
working interest owners were approximately $114,975 and $101,265, respectively
for the years ended March 31, 2001 and 2000.  Production costs recovered
through allocations to other working interest owners were approximately
$146,215 and $28,000 respectively for the years ended March 31, 2001 and 2000.

7.     Reclassifications

Certain reclassifications have been made to the 2000 consolidated financial
statements to conform with the 2001 presentation.

8.     Income Taxes

Deferred income taxes are provided for significant carryforwards and temporary
differences between the tax basis of an asset or liability and its reported
amount in the financial statements that will result in taxable or deductible
amounts in future years.  Deferred income tax assets or liabilities are
determined by applying the presently enacted tax rates and laws.

A valuation allowance for deferred tax assets is provided when it is more
likely than not that some portion or all of the deferred tax assets will not
be realized.

10.   Concentrations of Credit Risk and Major Customers

The Company extends credit to purchasers of oil and natural gas that are
primarily large energy companies.  The Company had one purchaser whose
purchases were approximately 90% of total revenues for the year ended March
31, 2001.  Additionally, the Company had two purchasers whose purchases were
approximately 66% and 12% of accounts receivable at March 31, 2001.  The
Company had two purchasers whose purchases were 72% and 19% of total revenues
for the year ended March 31,2000, and was approximately 56% and 29% of
accounts receivable at March 31, 2000.







                                     F-11


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           March 31, 2001 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

10.   Earnings Per Share

Basic earnings per common share are based upon the weighted average number of
common shares outstanding.  Diluted earnings per common share are based on the
assumption that all of the common stock options and purchase warrants are
converted into common shares using the treasury stock method.  There are no
differences in net earnings for purposes of computing basic and diluted
earnings per share as conversion of the common stock options and purchase
warrants would have no effect on net earnings.

The following table sets forth the computation of weighted average shares
outstanding, basic and diluted, for the years ended March 31:

                                                2001          2000
                                            -----------    ---------
   Weighted average shares outstanding        5,209,142    4,823,521
   Effect of dilutive securities -
    common stock purchase warrants                -          159,685
   Effect of dilutive securities -
    stock options                                41,203       26,370
                                              ---------    ---------
   Weighted average shares outstanding -
    assuming dilution                         5,250,345    5,009,576
                                              =========    =========

Options to purchase 50,000 shares of common stock at $8.50 per share were
outstanding during a portion of fiscal year 2000 but were not included in the
computation of diluted earnings per share because the exercise price was
greater than the average market price of the common shares and, therefore, the
effect would be anti-dilutive.

11.    Use of Estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates based on management's
knowledge and experience.  Actual results could differ from those estimates.

12.    Recently Issued Accounting Pronouncement

Statement of Financial Accounting Standards("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended by SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities   Deferral of the
Effective Date of FASB No. 133, and SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, is effective for the





                                     F-12



                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           March 31, 2001 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED


Company as of April 1, 2001.  SFAS No. 133 requires that the Company recognize
all derivatives as either assets or liabilities measured as fair value.  The
accounting for changes in the fair value of the derivative depends on the use
of the derivative.  Derivatives that are not hedges must be adjusted to fair
value through income. If the derivative is a hedge, depending on the nature of
the hedge, changes in the fair value of derivatives will either be offset
against the change in fair value of the hedged assets, liabilities or firm
commitments through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings.  The ineffective portion of a
derivatives change in fair value will be immediately recognized in earnings.
Effective April 1, 2001, the Company will record a cumulative-type adjustment
of approximately $97,000 net of tax benefit of approximately $42,000 in
accumulated other comprehensive loss to recognize the fair value of it's
derivatives qualifying as cash-flow hedging financial instruments.

13.     Principles of Consolidation

The consolidated financial statements include the accounts of Pontotoc
Production, Inc. and its wholly-owned subsidiaries, Pontotoc Production
Company, Inc., Oklahoma Basic Economy Corporation, and Pontotoc Holdings, Inc.
(subsequent to March 1, 2001)

NOTE B - PROPERTY AND EQUIPMENT

Major classes of property and equipment consisted of the following at March
31:

                                                    2001          2000
                                                -----------    ----------
Oil and gas properties:
   Proved oil and gas properties                $23,953,577    $6,567,544
   Less accumulated depreciation,
     depletion, and amortization                  1,784,389       751,397
                                                -----------    ----------
   Net oil and gas properties                   $22,169,188    $5,816,147
                                                -----------    ----------

   Support and other equipment                    1,122,223       631,709
   Pipeline                                       1,938,177          -
                                                -----------    ----------
                                                  3,060,400       631,709
   Less accumulated depreciation and
    amortization                                    559,652       419,622
                                                -----------    ----------
   Net other property and equipment               2,500,748       212,087
                                                -----------    ----------
   Land                                             215,573       185,500
                                                -----------    ----------
   Property and equipment, net of accumulated
    Depreciation, depletion and amortization    $24,885,509    $6,213,734
                                                ===========    ==========

                                   F-13


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           March 31, 2001 and 2000


NOTE C - OIL AND GAS INFORMATION

Costs related to the oil and gas activities of the Company were incurred as
follows:

                                                    Year ended March 31,
                                                 -------------------------
                                                    2001           2000
                                                 -----------    ----------
     Property acquisition costs                  $17,337,617    $  557,572
     Development costs                             1,384,274     1,075,410

The Company had the following aggregate capitalized costs relating to the
Company's oil and gas activities at March 31:

                                                    2001           2000
                                                 -----------    ----------
     Proved oil and gas properties               $23,953,577    $6,567,544
     Pipeline and support equipment                1,938,177          -
     Less accumulated depreciation,
      depletion, and amortization                  1,806,476       751,397
                                                 -----------    ----------
                                                 $24,085,278    $5,816,147
                                                 ===========    ==========

Depreciation, depletion, and amortization expense of oil and gas properties
amounted to $2.06 and $1.24 per equivalent barrel of production for the years
ended March 31, 2001 and 2000, respectively.

NOTE D - OIL AND GAS RESERVE DATA (UNAUDITED)

The following estimates of proved reserve quantities and related standardized
measure of discounted net cash flows are estimates only, and do not purport to
reflect realizable values or fair market values of the Company's reserves.
The Company emphasizes that reserve estimates are inherently imprecise and
that estimates of new discoveries are more imprecise than those of producing
oil and gas properties. Accordingly, these estimates are expected to change as
future information becomes available.  All of the Company's reserves are
located in the United States.

Proved reserves are estimated reserves of crude oil (including condensate and
natural gas liquids) and natural gas that geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions.  Proved
developed reserves are those expected to be recovered through existing wells,
equipment, and operating methods.


                                     F-14






                   PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            March 31, 2001 and 2000


NOTE D - OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED

The standardized measure of discounted future net cash flows is computed by
applying year-end prices of oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated
future production of proved oil and gas reserves, less estimated future
expenditures (based on year-end costs) to be incurred in developing and
producing the proved reserves, less estimated future income tax expenses
(based on year-end statutory tax rates, with consideration of future tax rates
already legislated) to be incurred on pretax net cash flows less tax basis of
the properties and available credits, and assuming continuation of existing
economic conditions.  The estimated future net cash flows are then discounted
using a rate of 10% a year to reflect the estimated timing of the future cash
flows.

The following summaries of changes in reserves and standardized measure of
discounted future net cash flows were prepared from estimates of proved
reserves developed by independent petroleum engineers.

                      Summary of Changes in Proved Reserves

                                            Year ended March 31,
                                  ------------------------------------------
                                           2001                  2000
                                  ---------------------  -------------------
                                     Bbls        Mcf       Bbls        Mcf
                                  ---------   ---------  ---------  --------
Proved developed and undeveloped
 reserves
  Beginning of year              4,558,871  14,880,375  4,287,264   9,483,050
  Extensions and discoveries        33,079     685,748    169,786   1,006,052
  Purchase of minerals in place  6,001,075   1,176,174    361,231   2,298,029
  Sale of minerals in place           -           -      (389,816) (1,664,883)
  Production                      (269,713)   (520,288)  (159,113)   (637,387)
  Revisions of estimates           546,607   7,481,535    289,519   4,395,514
                                 ---------  ----------  ---------   ---------
     End of year                10,869,919  23,703,544  4,558,871  14,880,375
                                ==========  ==========  =========  ==========

Proved developed reserves
 Beginning of year               2,790,672  10,474,984  2,811,300   8,226,484
 End of year                     6,171,006  19,298,157  2,790,672  10,474,984










                                   F-15


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            March 31, 2001 and 2000


NOTE D - OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED

             Standardized Measure of Discounted Future Net Cash Flows
                     Relating to Proved Oil and Gas Reserves

                                                            March 31,
                                                  ---------------------------
                                                      2001           2000
                                                  ------------   ------------
Future oil and gas revenues                       $366,557,604   $142,992,581
Future production and development costs            (98,957,629)   (34,782,698)
                                                  ------------   ------------
Future net cash flows before income taxes          267,599,975    108,209,883
Future income taxes                                (90,507,126)   (35,883,801)
                                                  ------------   ------------
Future net cash flows after income taxes           177,092,849     72,326,082
Discounted at 10% for estimated timing of
 cash flows                                        (79,637,364)   (29,560,394)
                                                  ------------   ------------
Standardized measure of discounted future
 net cash flows                                   $ 97,455,485   $ 42,765,688
                                                  ============   ============

      Changes in Standardized Measure of Discounted Future Net Cash Flows
                      Related to Proved Oil and Gas Reserves

                                                    Year ended March 31,
                                                ---------------------------
                                                    2001           2000
                                                ------------   ------------
Sales and transfers of oil and gas
 produced, net of production costs              $(6,007,471)   $ (3,299,445)
Development costs incurred during year
 which were previously estimated                  1,267,883       1,075,410
Extensions and discoveries, net of related
 development costs                                1,781,688       2,802,453
Net change in income taxes                      (30,059,614)    (10,372,362)
Accretion of discount                             6,398,401       3,664,728
Purchase of minerals in place                    62,513,802       6,586,269
Sale of minerals in place                             -          (3,856,612)
Net changes in production rates and other        (9,099,896)      1,422,425
Revisions in quantity estimates                  17,821,190       9,290,864
Net change in sales and transfer prices,
 net of related production costs                 10,073,814      12,318,359
                                                ------------   ------------
     Net increase                                54,689,797      19,632,089

  Balance at beginning of year                   42,765,688      23,133,599
                                                ------------   ------------
  Balance at end of year                        $97,455,485    $ 42,765,688
                                                ============   ============

                                     F-16

                PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            March 31, 2001 and 2000


NOTE E - NOTE PAYABLE

Note payable consists of a variable rate revolving line of credit (8% at March
31, 2001) with the F & M Bank & Trust Company for $100,000 with any
outstanding principal due July 26,2001, collateralized by all real and
personal property.

NOTE F - LONG-TERM DEBT

Long-term debt consisted of the following at March 31:

                                                    2001           2000
                                                ------------   ------------
Note payable to Local Oklahoma
Bank N.A. ("Local") bearing interest at
 LIBOR rate plus 2.00%(7.2% at March 31, 2001);
 collateralized by oil and gas properties       $ 7,911,286     $     -
  Less current maturities                             -               -
                                                ------------   ------------
                                                $ 7,911,286     $     -
                                                ============   ============

The note payable to Local is subject to the provisions of a credit agreement,
covenants of which provide for, among other things, current ratio, debt
service ratios, and tangible net worth requirements, as defined and is payable
at maturity, August 10, 2002.  The Company has letters of credit outstanding
of $110,000 with Local for certain oil and gas performance requirements.

NOTE G - INCOME TAXES

The components of income tax expense were as follows:

                                                    Year ended March 31,
                                                 -------------------------
                                                    2001           2000
                                                 ----------     ----------
     Current
      Federal                                    $  349,811     $  172,678
      State                                          38,956         48,430
                                                 ----------     ----------
                                                    388,767        221,108
     Deferred                                       829,093        629,958
                                                 ----------     ----------
                                                 $1,217,860     $  851,066
                                                 ==========     ==========






                                      F-17


                   PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                              March 31, 2001 and 2000


NOTE G - INCOME TAXES - CONTINUED

Deferred tax liabilities consisted of the following at March 31:

                                                    2001           2000
                                                 ----------     ----------

      Conversion from accrual to cash basis      $  216,853     $  233,126
      Hedge contracts                                56,291         33,019
      Property and equipment                          6,254          6,254
      Oil and gas properties                      6,934,463        875,966
                                                 ----------     ----------
                                                 $7,213,861     $1,148,365
                                                 ==========     ==========

The effective tax rate on earnings before income taxes differs from the
federal statutory tax rate.  The following summary reconciles taxes at the
federal statutory tax rate with actual taxes for the years ended March 31:

                                                    2001           2000
                                                 ----------     ----------

     Computed federal tax provision              $1,361,619     $  967,581
     Increase (decrease) in tax from
      Allowable percentage depletion in
       excess of tax basis                         (354,862)      (136,437)
      Nondeductible expenses                          8,414          2,287
     Effect of state income taxes                   176,473           -
     Effect of graduated rates, tax credits,
      and other                                      26,216         17,635
                                                 ----------     ----------
         Provision for income taxes              $1,217,860     $  851,066
                                                 ==========     ==========

NOTE H - COMMITMENTS AND CONTINGENCIES

1.    Leases

The Company conducts its operations from facilities that are leased from an
affiliate under an operating lease.  The lease provides for monthly rentals of
$5,800 effective June 1, 2001 and is on a month-to-month basis.

Rent expense for the years ended March 31, 2001 and 2000 was $21,000 and
$11,000, respectively.







                                      F-18



                    PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             March 31, 2001 and 2000

NOTE H - COMMITMENTS AND CONTINGENCIES - CONTINUED

2.    Other

The Company is involved in various legal actions relating to its operations.
Management believes that losses, if any, arising from such actions will not be
material to the Company's financial position or results of operations.

NOTE I - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments as of March 31, 2001 and 2000.  Such
information, which pertains to the Company's financial instruments, does not
purport to represent the aggregate net fair value of the Company.  The
carrying amounts in the table are the amounts at which the financial
instruments are reported in the financial statements.

All of the Company's financial instruments are held for purposes other than
trading except for trading securities.  The carrying amounts of cash and cash
equivalents approximate fair values of such assets. The carrying amounts of
trading securities approximate fair values of such assets as carrying values
are adjusted to quoted market prices.  The fair value of note receivable -
affiliate is estimated by using the current rates at which similar loans would
be made to borrowers with similar credit ratings and for the same remaining
maturities.  The carrying amount of variable rate debt approximates fair value
because interest rates adjust to market rates.

                                       2001                      2000
                             -----------------------  -----------------------
                              Carrying    Estimated    Carrying    Estimated
                               amount     fair value    amount     fair value
                             ----------   ----------  ----------   ----------
Financial assets
 Cash and cash equivalents   $  565,923    $ 565,923   $1,773,797   $1,773,797
 Trading securities                 658          658        4,723        4,723
 Note receivable - affiliates     1,063        1,063        7,800        7,800

Financial liabilities
 Current note payable            57,000       57,000         -            -
 Variable rate long-term
  debt                        7,911,286    7,911,286         -            -
 Hedging contracts                 -         139,000         -            -











                                   F-19


                   PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           March 31, 2001 and 2000

NOTE J - PROPERTY ACQUISITIONS

On June 1, 2000, the Company acquired Oklahoma Basic Economy Corporation
("OBEC") and the working interest of OBEC's partners for approximately
$10,000,000.  Included in the purchase were interests in approximately 49 oil
and gas leases located in the following counties:  Pontotoc, Pottawatomie, and
Seminole.  The purchase also included two workover rigs, and miscellaneous
oilfield equipment that relates to the ongoing production of the oil and gas
properties.  The purchase price included approximately $76,000 of legal and
accounting fees for the transaction. The acquisition has been accounted for
using the purchase method and the operations of acquired properties are
included subsequent to June 1, 2000.

The estimated fair market values of the assets acquired and liabilities
assumed in the acquisition of OBEC are as follows:

          Estimated fair value of assets acquired:
               Cash                               $        20
               Property and equipment                  77,539
               Oil and gas properties              14,392,340
               Inventory                              274,465
                                                  -----------
               Total fair value of assets          14,744,364
                                                  -----------
          Liabilities assumed
               Deferred income tax liability        4,611,125
                                                  -----------
          Estimated fair value of acquisition     $10,133,239
                                                  ===========

The following summarizes pro forma unaudited results of operations for the
year ended March 31, 2001 and 2000 as if the acquisition had been consummated
immediately prior to April 1, 2000 and 1999.  These pro forma results are not
necessarily indicative of future results.

                                                Pro Forma (Unaudited)
                                                ---------------------
                                                      Year Ended
                                                       March 31
                                                  2001        2000
                                              ----------   ----------
          Revenues                            $9,734,234   $7,855,581
                                              ==========   ==========
          Net Income                          $2,971,598   $2,387,335
                                              ==========   ==========
          Earnings per common share
               Basic                          $      .57   $      .49
                                              ==========   ==========
               Diluted                        $      .57   $      .48
                                              ==========   ==========



                                      F-20


                  PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            March 31, 2001 and 2000


NOTE J - PROPERTY ACQUISITIONS - CONTINUED

On March 1, 2001 the Company acquired the remaining 55% interest in Pontotoc
Holdings, Inc. (PHI), the holding company for Pontotoc Gathering, LLC, from a
Director of the Company and two employees of PHI for 110,000 shares of the
Company's common stock. The 110,000 shares issued in the Pontotoc Holdings
transaction were valued at $1,086,250 ($9.875 per share) based on the closing
market price of the Pontotoc common stock on the date of execution of the
merger agreement with Pontotoc Holdings. The acquisition has been accounted
for as a purchase with the operations of the acquired interest included since
acquisition.

The estimated fair market values of the assets acquired and liabilities
assumed in the acquisition of PHI are as follows:

          Estimated fair value of assets acquired:
               Accounts Receivable             $    56,890
               Property and equipment               25,533
               Pipeline                          1,763,216
                                               -----------
               Total fair value of assets        1,845,639
                                               -----------
          Liabilities assumed
               Accounts Payable                    134,112
               Deferred income tax liability       625,277
                                               -----------
          Estimated fair value of acquisition  $ 1,086,250
                                               ===========

NOTE K - RELATED PARTY TRANSACTION

During 1999, the Company acquired a 45% ownership interest in PHI for $4,500.
During 2001 and 2000, the Company recognized an approximate ($55,000) loss and
$113,000 in income respectively from the investment in the gas gathering
company that is reflected in other income.

During 1999, the Company loaned $70,000 to the gas gathering company under a
note agreement that required monthly payments of interest at 10% and was fully
paid at maturity on April 30, 2001.

During 2000, the Company advanced an employee $1,500.  The loan matures on
July 1, 2001, earns interest at 8%, and requires monthly payment of $105
beginning on May 1, 2000. In 2001 an additional advance of $700 was made.









                                   F-21


                 PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                         March 31, 2001 and 2000


NOTE L - STOCKHOLDERS' EQUITY - CONTINUED


NOTE L - STOCKHOLDERS' EQUITY

During 2001, 29,250 stock options were exercised at $5.00 per share for a
total of $146,250.

In August 2000,the Company issued 8,000 shares of common stock having an
estimated fair value of $42,700 pursuant to an amended consulting agreement
for services to be rendered through July, 2003.  The current award plus the
remaining unamortized balance of the previous award is being amortized over
the service period of the amended agreement (36 months) and resulted in
approximately $21,000 of consulting expense in 2001. The unamortized balance
of approximately $57,000 is included in Other Assets at March 31, 2001.

On March 1,2001 the Company issued 110,000 shares of common stock valued at
$1,086,250 in exchange for the remaining 55% interest in Pontotoc Holdings,
Inc.

During 2000, common stock purchase warrants relating to 494,932 common shares
were exercised at $3.75 per share, for a total of $1,855,995.

In April 1999, the Company issued 14,000 shares of common stock having an
estimated fair value of $3.58 per share in conjunction with a consulting
agreement.  The award is amortized over the service period of the agreement
(42 months) and resulted in approximately $14,000 of consulting expense in
2000.

In June 1999, the Company issued 8,000 shares of common stock having an
estimated fair value of $4.72 per share in conjunction with the acquisition of
certain oil and gas properties.

In April 1999, the Company issued 5,000 shares of common stock having an
estimated fair value of $3.58 per share in conjunction with the acquisition of
certain oil and gas properties.

The Board of Directors is authorized to issue the Company's preferred stock in
series and is further authorized to establish the relative rights and
preferences for each series, including voting rights and common stock
conversion rights.

NOTE M - STOCK OPTIONS

In April 1999, the Company approved a stock option plan for issuance of up to
500,000 shares of stock to key employees and directors of the Company.  The
stock options vest immediately.






                                  F-22

                 PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                         March 31, 2001 and 2000


NOTE M - STOCK OPTIONS - CONTINUED

The Company uses the intrinsic value method to account for its stock option
plan in which compensation is recognized only when the fair value of each
option exceeds its exercise price at the date of grant.  Accordingly, no
compensation cost has been recognized for the options issued.  Had
compensation costs been determined based on fair value of the options at the
grant dates, the Company's net income and income per share would have been
decreased to the pro forma amounts for the year ended March 31, 2001 and 2000.

                                               2002              2000
                                            ----------        ----------
     Net income
      As reported                           $2,805,686        $1,994,760
      Pro forma                             $2,515,974        $1,743,160

     Income per share
     As reported - basic                    $      .54        $      .41
      As reported - diluted                 $      .53        $      .40
      Pro forma - basic                     $      .48        $      .36
      Pro forma - diluted                   $      .48        $      .35

The fair value of each grant is estimated on the date of grant using the
Black-Scholes options-pricing model with the following weighted-average
assumptions used for grants in 2001 and 2000, respectively:  no expected
dividends; expected volatility of 44.3% and 57.1%; risk-free interest rate of
6.44% and 5.2%; and expected lives in both years of five years.  The exercise
price of all options equaled or exceeded market price of the stock at the date
of grant.

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are
fully transferable.  In addition, option valuation models require the input of
highly subjective assumptions, including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.

A summary of the status of the Company's stock options as of March 31, 2001
and 2000 and changes during the year then ending is presented below.









                                  F-23



                 PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                         March 31, 2001 and 2000


NOTE M - STOCK OPTIONS - CONTINUED

                                              2001                 2000
                                       -------------------   ----------------
                                                   Weighted           Weighted
                                                   average            average
                                                   exercise           exercise
                                        Share       price     Share    price
                                        -------    --------  -------  --------
Outstanding at beginning of year         92,500     $ 5.00       -        -
Granted                                  77,800       7.75    101,000    5.00
Exercised                               29,250       5.00       -        -
Forfeited                               12,000       6.09      8,500    5.00
                                       -------      -----    -------   -----
Outstanding at end of year             129,050      $6.56     92,500    5.00
                                       =======      =====    =======   =====

Options exercisable at year end        129,050      $6.56     92,500    5.00
                                       =======      =====    =======   =====

Weighted average fair value of
 options granted during the year                    $3.72              $2.72


The following table summarizes information about stock options outstanding at
March 31, 2001:
                                                     Weighted
                                                     average      Weighted-
                                                     remaining    average
                                        Number      contractual   exercise
                                      outstanding      life        price
                                      -----------   -----------   --------
                                        56,000       3.00 years     $5.00
                                        73,050       4.17 years      7.75
                                      -----------                 --------
                                       129,050                       6.56
                                      ===========                 ========

NOTE N - SUBSEQUENT EVENT

On January 19, 2001, the Company entered into a definitive agreement and plan
of merger to be acquired by privately held Ascent Energy, Inc. through an
exchange offer. Under the terms of the agreement, Ascent Energy will pay or
deliver to the Company's stockholders, in exchange for each share of Company
common stock, $9.00 net in cash and Ascent Energy convertible preferred stock
having a liquidation preference of $2.50 per share. The Ascent Energy stock
will be convertible into 10% of the outstanding common stock of Ascent Energy
on a fully-diluted basis.  The Company has not intended to infer in its prior



                                  F-24


                 PONTOTOC PRODUCTION, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                         March 31, 2001 and 2000


NOTE N - SUBSEQUENT EVENT - CONTINUED

disclosures that the value of the Ascent Energy mandatorily convertible
preferred stock is $2.50 per share.  Ascent Energy anticipates recording the
Ascent Energy stock at $.49 per share in accordance with generally accepted
accounting principles.  This transaction is expected to be completed by the
end of July, 2001.

On June 8, 2001, the Company announced that its agreement to be acquired by
Ascent Energy, Inc. has been amended to extend the date by which the offer
made by Ascent to acquire the Company must be consummated to July 31, 2001.










































                                    F-25


                                  SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: June 29, 2001                  PONTOTOC PRODUCTION, INC.


                                     By:/s/ James Robby Robson, Jr.
                                        James "Robby" Robson, Jr., President

     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

        SIGNATURE                       TITLE                     DATE



/s/ James Robby Robson, Jr.     President (Chief Executive     June 29, 2001
James "Robby" Robson, Jr.       Officer) and Director



/s/ Todd Robson                 Vice President, Secretary,     June 29, 2001
Todd Robson                     Treasurer (Chief Finan-
                                ancial and Accounting
                                Officer) and Director


/s/ James Robson, Sr.           Vice President and Director    June 29, 2001
James Robson, Sr.



/s/ Brian K. Gourley            Director                       June 29, 2001
Brian K. Gourley



/s/ Timothy A. Jurek            Director                       June 29, 2001
Timothy A. Jurek



/s/ Lyle P. Phillips            Director                       June 29, 2001
Lyle P. Phillips