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

                                   FORM 10-K/A

         Amended April 30, 2002 to Add Part III,Items 10, 11, 12 and 13

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

                   For the fiscal Year Ended December 31, 2001

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

                         Commission file number: 0-26321

                               GASCO ENERGY, INC.
             (Exact name of registrant as specified in its charter)

          NEVADA                                               98-0204105
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

      14 Inverness Drive East, Building H, Suite 236, Englewood, CO 80112
        (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (303) 483-0044

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $0.0001 PAR VALUE
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of the registrant's  knowledge,  in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the common shares held by non-affiliates of the
registrant as of March 15, 2002 was approximately $ 40,185,376.

Number of shares outstanding of Common Stock, $0.0001 par value, as of March 15,
2002: 31,928,800 shares

                      Documents incorporated by reference:
                                      None


<PAGE>


PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
                                                                                                 Age as
                                                                                                   of
 Name                                Principal Occupation and Directorships                     3/30/02
<S>                              <C>                                                             <C>
 Marc Bruner.....................Director of Gasco since 2001; Chairman of the Board of            52
                                 Directors and Strategic Consultant for the Company
 Mark A. Erickson................Director of Gasco since 2001; Chief Executive Officer and         42
                                 President
 Michael K. Decker...............Director of Gasco since 2001; Executive Vice President and        47
                                 Chief Operating Officer
 W. King Grant...................Director of Gasco since 2001; Chief Financial Officer             38
 Gregory Pek.....................Director of Gasco since 2001; President and Chief Executive       46
                                 Officer of Brek Energy Corporation
 Carmen Lotito...................Director of Gasco since 2001; Vice President, Chief Financial     58
                                 Officer and Director of Coriko Corporation; Member of Equistar
                                 Capital LLC
 Carl Stadelhofer................Director of Gasco since 2001; Partner of the law firm of          48
                                 Rinderknecht Klein & Stadelhofer
 Howard O. Sharpe................Vice President and Secretary                                      58
</TABLE>

Our Board of Directors has seven members who are elected annually. The following
sets forth certain  biographical  information  concerning  each of the Company's
directors and executive officers.

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

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

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

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

Gregory  Pek - Mr.  Pek has  served  as a  Director  of Gasco and as a member of
Gasco's Executive Committee since July 2001. Mr. Pek was nominated as a director
by Brek Energy  Corporation  pursuant to the terms of Stock  Purchase  Agreement
Between Gasco Energy,  Inc. and First Ecom.  com, Inc. Mr. Pek  co-founded  Brek
Energy  Corporation  and has served on Brek  Energy's  Board of Directors  since
March 1999. He was appointed  Chairman of the Board of Brek Energy in June 2000,
relinquishing the role of CEO and President, which positions he held since March
1999. He resumed the position of President and CEO in October 2000, and resigned
as Chairman in November  2000.  From March 1994 to February 1999, Mr. Pek was an
Executive Director of David Resources Company Limited and Kong Tai International
Holdings  Company  Limited,  and from 1998 to February 1999 he was a director of
Singapore Hong Kong Properties Investment Limited.  Prior to taking residence in
Hong Kong, Mr. Pek was a director and officer of a number of public companies in
Canada.  Mr. Pek has broad  business  experience  in  manufacturing,  marketing,
finance,  regulatory  issues  (in the United  States,  Canada and Hong Kong) and
acquisitions.

Carmen  (Tony)  Lotito - Mr. Lotito has served as a Director of Gasco and as the
Chairman of Gasco's  Audit and  Compensation  Committee  since  April 2001.  Mr.
Lotito has served as Vice President,  Chief Financial  Officer and a Director of
Coriko Corporation,  a private business development company since November 2000.
Mr. Lotito has been a member of Equistar Capital LLC, an investment banking firm
since  December  1999.  From March 2000 to the present,  Mr.  Lotito serves as a
Director  for Impact Web  Development.  Prior to joining  Coriko  from Utah Clay
Technology,  Inc.,  Mr. Lotito was self employed as a financial  consultant.  In
1988, Mr. Lotito joined ConAgra, Inc., in San Antonio, Texas as a brand manager,
where he developed product lines, which grossed $50 million over a period of two
years. In 1966, Mr. Lotito joined the firm of Pannell,  Kerr Forester & Co. as a
senior accountant in management and audit services for the company's Los Angeles
and San Diego,  California  offices.  Mr. Lotito holds a BS degree in Accounting
from the University of Southern California.

Carl Stadelhofer - Mr.  Stadelhofer has served as a Director since February 2001
and a member of the Audit  Committee  and the  Compensation  Committee  of Gasco
since April 2001. Mr. Stadelhofer is a partner with the law firm of Rinderknecht
Klein & Stadelhofer in Zurich, Switzerland,  where he has practiced law for over
twenty years.  He was admitted to the practice of law in Switzerland in 1982. He
took his law degree in 1979 in Switzerland, and studied law in the United States
at Harvard Law School and at  Georgetown  University  Law School.  His  practice
specializes  in banking  and  financing,  mergers and  acquisitions,  investment
funds, and international securities transactions.

Howard O. Sharpe - Mr.  Sharpe has served as Vice  President  and  Secretary  of
Gasco  since  February  2001.  From  January  1993 to February  2001,  served as
Executive  Vice  President of Alpine Gas Company in Denver,  Colorado,  where he
gained  hands-on  experience  in the  development  of tight  natural  gas sands,
basin-centered natural gas exploration and production in Wyoming. Mr. Sharpe has
significant  management  experience  in oil and gas  development  in the  United
States. Mr. Sharpe served as a fighter pilot in the U.S. Air Force,  retiring as
a full Colonel, where he developed extensive logistic and organizational skills.
Mr. Sharpe holds a MBA from Central Michigan University.

Committees

The Board of Directors of Gasco has formed an Executive  Committee  and an Audit
and  Compensation  Committee.  The  Executive  Committee  currently  consists of
Messrs. Bruner, Erickson and Pek. The Audit and Compensation Committee currently
consists  of  Messrs.  Lotito  and  Stadelhofer.  The  report  of the  Audit and
Compensation  Committee with regard to  compensation  matters is set forth under
Item 11.

Section 16 (A) Beneficial Ownership Reporting Requirements

Section 16 (a) of the  Securities  Exchange Act of 1934  requires the  officers,
directors and persons who own more than ten percent of the Company's  stock,  to
file reports of ownership and changes in ownership with the Securities  Exchange
Commission ("SEC"). Officers,  directors and greater than ten percent owners are
required by SEC regulations to furnish the Company with copies of all Section 16
(a) forms they file.

Based  solely on its  review of the  copies of such  forms  received  by it, the
Company  believes  that each of its  officers,  directors  and greater  than ten
percent owners complied with all Section 16 (a) filing  requirements  applicable
to them during the year ended December 31, 2001.

ITEM 11 - EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>

                                                                                 Long Term
                                                  Annual Compensation          Compensation

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

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

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

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

(1)  Amount  represents  the  employer  contribution  to the 401(k)  plan of the
     individual.

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

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

                      Option/SAR Grants in Last Fiscal Year
                                                                                         Potential Realized Value
                                                                                        at Assumed Annual Rates of
                                                                                         Stock Price Appreciation
                                                                                          for Option Term (1)        Grant Date
                                                                                             ------------               Value
                                              Individual Grants                                                        ------
                           Number of         % of Total
                           Securities       Options/SARs     Exercise
                           Underlying        Granted to      or Base                                                    Grant Date
                          Options/SARs      Employees in       Price      Expiration         5%             10%           Present
Name                        Granted         Fiscal Year      ($/Share)       Date       Share Price    Share Price       Value (2)
----                        --------        -----------      ---------       ----       -----------    -----------       ------
<S>                           <C>               <C>           <C>       <C>                <C>             <C>           <C>
Mark A. Erickson               1,000,000         28            1.00         1/2/11           $630,000      $1,590,000     $ 269,094
                                 910,000         25            2.00        12/31/11         1,146,000       2,902,900
                                 250,000         7             3.00         8/8/11-           533,750       1,395,000
                                                                          2/8/13 (3)

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

<FN>

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

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

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

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

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

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

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

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


                                 Number of Securities Underlying           Value of Unexercised
            Unexercised Options/SARs at In-the-Money Options/SARs at
                                            FY-End (#)                          FY-End ($)
Name                                Exercisable/Unexercisable          Exercisable/Unexercisable (1)
----                                --------------------------         ----------------------------
<S>                                      <C>                                     <C>
Mark A. Erickson                         1,972,500/187,500                        750,000/0

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

<FN>

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

Compensation of Directors

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

Employment Agreements

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

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

     Mark A. Erickson Employment  Agreement Mr. Erickson's 2001 compensation was
determined  under the terms of an employment  agreement,  effective  February 1,
2001,  between  Gasco and Mr.  Erickson  that expires on January 31,  2006.  Mr.
Erickson  serves  as  Chief  Executive  Officer  and  President  of  Gasco.  Mr.
Erickson's  employment  agreement  entitles him to an annual salary of $240,000,
subject to increase at the  discretion of the Board of Directors,  and an annual
bonus  equal to 0.875% of Gasco's  cash flow from  undrilled  properties  of the
Company.  The  employment  agreement  provides for the award to Mr.  Erickson of
options to purchase  1,000,000 shares of common stock of the Company pursuant to
the terms of the  Company's  Stock and  Option  and  Incentive  Award Plan at an
exercise  price of $1.00 per share and  options to  purchase  250,000  shares of
common stock of the Company  pursuant to such plan at an exercise price of $2.50
per share.  Options to purchase  1,000,000  shares have vested and the remaining
options  vest in equal  amounts  over the eight fiscal  quarters  following  the
effective  date  of  the  agreement.  The  employment  agreement  also  contains
non-compete provisions in the event of Mr. Erickson's termination of employment.

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

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

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

Compensation Committee Interlocks and Insider Participation

During  2001,  the  Compensation  Committee  of the Board was  comprised  of two
directors, Mr. Lotito and Mr. Stadelhofer.  Neither of these directors is or was
an officer of the Company or any of its  subsidiaries  at any time now or in the
past.

Report of the Compensation Committee of the Company

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

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

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

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

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

Compensation of the Chief Executive Officer:  During the year ended December 31,
2001,  Mark  Erickson,  President and Chief  Executive  Officer  received  total
compensation  of $221,080  which is comprised  of an annual  salary of $220,000,
which Mr. Erickson is entitled to under his employment  agreement,  and deferred
compensation  pursuant to the  Company's  401(k)  plan of $1,080.  Additionally,
2,160,000  common stock options were granted to Mr.  Erickson  during 2001.  The
Committee   considered  the  factors  described  above  to  determine  that  the
compensation paid and the stock options awarded to Mr. Erickson during 2001 were
appropriate.

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

Performance Chart

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

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



ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  show  information,  as  of  April  15,  2002,  about  any
individual,  partnership or corporation that is known to the Company,  solely by
reason of its  examination of Schedule 13D and 13G filings made with the SEC, to
be the  beneficial  owner of more  than 5% of each  class of shares  issued  and
outstanding and each executive  officer,  director and all executives,  officers
and directors as a group. If a person or entity listed in the following table is
the  beneficial  owner of less  than one  percent  of the  Company's  common  or
preferred stock outstanding, this fact is indicated by an asterisk in the table.
Unless otherwise noted, each person listed has sole voting and dispositive power
over the shares  indicated,  and the address of each  shareholder is the same as
our address.
<TABLE>
<CAPTION>

                                                       Title of          Number of Shares
               Name                                      Class          Beneficially Owned          Percent of Class

   5% or Greater Holders

<S>                                                     <C>                <C>                          <C>
   Brek Energy Corporation (1)
   19/F, 80 Glouster Road                                Common             16,500,000                   45.0%
   Wan Chai, Hong Kong                                 Preferred                500                       100%

   Directors and Executive Officers

   Marc Bruner  (2) (3)                                  Common              5,104,084                   15.0%

   Mark A. Erickson (2) (4)                              Common              4,337,108                   12.8%

   Michael K. Decker (2)                                 Common               301,000                      *

   W. King Grant (2)                                     Common               512,000                     1.6%

   Gregory Pek (2)                                       Common             16,550,000                   45.1%

   Carmen (Tony) Lotito (2)                              Common               618,750                     1.9%

   Carl Stadelhofer (2)                                  Common               50,000                       *
                                                                                                           *
   Howard O. Sharpe (2)                                  Common               299,140                      *

   All Directors and Executive Officers as a Group       Common             27,772,082                   66.7%
   (8 persons) (2) (3) (4)
---------------
<FN>

(1)  The  Company's  preferred  stock is  entitled to vote along with the common
     stock and,  for so long as at least  half of the  preferred  stock  remains
     outstanding,  is entitled to 26% of the combined voting power of all of the
     common and  preferred  stock.  Brek  Energy  Corporation  has stated in its
     Schedule  13D  filing  that it has the right to  acquire  4,750,000  common
     shares upon the conversion of its 500 preferred shares and 7,000,000 common
     shares from  certain  other  stockholders  of the  Company in exchange  for
     shares of Brek Energy Corporation, which shares are included in the table.

(2)  The following  number of shares of common stock  issuable upon the exercise
     of currently  exercisable  options are included in the amounts  shown:  Mr.
     Bruner,  2,056,250  shares;  Mr. Erickson,  2,035,000  shares;  Mr. Decker,
     289,000  shares;  Mr. Grant,  312,000 shares;  Mr. Pek, 50,000 shares;  Mr.
     Lotito,  68,750 shares;  Mr.  Stadelhofer,  50,000 shares;  and Mr. Sharpe,
     125,000 shares.  Mr. Pek's total includes  16,500,000  shares  beneficially
     owned  by  Brek  Energy  Corporation,  over  which  he  shares  voting  and
     investment  power.  Mr.  Lotito  shares  voting and  investment  power with
     respect to 250,000 of the common shares listed as held by him with Equistar
     Capital, a company in which he is a member.

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

(4)  The common  stock held by Mr.  Erickson  includes  56,084  shares of common
     stock owned by his wife as custodian for their children.
</FN>
</TABLE>


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

Other Transactions

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

Mr. Decker  earned a $28,000 fee and 12,500  shares of Gasco's  common stock for
consulting services provided in connection with a property  acquisition in 2001.
Mr.  Decker  was  also  paid  $22,879  in  other  consulting  fees  prior to his
appointment  as an  officer of the  Company.  As part of Mr.  Decker's  offer of
employment, the Company has committed to purchase a consulting business owned by
Mr. Decker for 250,000 shares of common stock. The transaction is expected to be
completed within the next year.

Recent Developments.

Gasco intends to pay a bonus to Howard O. Sharpe in connection with Mr. Sharpe's
contributions  in  securing  the  Company's  agreement  with  Shama Zoe  Limited
Partnership,  dated  April  24,  2002,  to  acquire  interests  in oil  and  gas
properties  in Wyoming in exchange for  9,500,000  shares of Gasco common stock.
Subject to the approval of Gasco's Board of Directors, Mr. Sharpe will receive a
cash payment of $250,000 and options to purchase  250,000 shares of Gasco common
stock at an exercise price equal to the fair market value of our common stock on
the date of grant.

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


<PAGE>



SIGNATURES

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

GASCO ENERGY, INC.                                         Dated: April 30, 2002


By /s/ Mark Erickson
   Mark Erickson, President and CEO

In accordance with the Exchange Act, 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/ Mark Erickson       Director, President and                 April 30, 2002
------------------
Mark Erickson           Chief Executive Officer

/s/ Marc Bruner         Director                                April 30, 2002
------------------
Marc Bruner

---------------------   Director                                April 30, 2002
Gregory Pek

/s/ Carl Stadelhofer    Director                                April 30, 2002
--------------------
Carl Stadelhofer

/s/ Carmen Lotito       Director                                April 30, 2002
-----------------
Carmen Lotito

/s/ Michael Decker      Director, Executive Vice                April 30, 2002
------------------      President and Chief
Michael Decker          Operating Officer


/s/ W. King Grant       Director, Executive Vice                April 30, 2002
-----------------       President and Principle
W. King Grant           Financial and Accounting
                        Officer