UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

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

                                       OR

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

                      FOR THE YEAR ENDED DECEMBER 31, 2000
                         Commission File Number 1-10192


                           Gulfport Energy Corporation
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                             73-1521290
 -------------------------------                          ---------------------
 (State or other jurisdiction of                               (IRS Employer
  Incorporation or organization)                          Identification Number)

                         6307 Waterford Blvd., Suite 100
                          Oklahoma City, Oklahoma 73118
                                 (405) 848-8807
        ----------------------------------------------------------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive office)

           Securities registered pursuant to Section 12(b) of the Act:

                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:


                                                  NAME OF EACH EXCHANGE ON WHICH
            TITLE OF EACH CLASS                            REGISTERED
      Preferred Stock, $0.01 par value                       None
        Common Stock, $0.01 par value                        None

         Indicate  by a 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 [ ].

                                       1



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

         All  shares of common  and  preferred  stock  outstanding  prior to the
Effective  Date of the Plan of  Reorganization  (July 11, 1997) were canceled on
the Effective Date. The number of shares of the registrant's Common Stock, $0.01
par value,  outstanding at March 31, 2001 was 10,145,400.  The aggregate  market
value of the voting stock held by  non-affiliates  of Gulfport  using an average
trading price in December 2000 was $10,562,000.

                   APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

        Indicate by check mark whether the  registrant  has filed all  documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes  X     No
   -----      -----

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Common Stock Issued Outstanding December 31, 2000:     10,145,400
Common Stock Issued Outstanding February 1, 2001:      10,145,400


                       DOCUMENTS INCORPORATED BY REFERENCE


                                       2



                                TABLE OF CONTENTS

                                                                           Page

Disclosure Regarding Forward-Looking Statements...........................    4

                                     Part I

Item 1. Business   ........................................................   4
Item 2. Properties ........................................................  13
Item 3. Legal Proceedings..................................................  15
Item 4. Submission of Matters to a Vote of Security Holders................  15

                                     PART II

Item 5. Market for the Registrant's Common Stock and Related
          Shareholder Matters  ............................................  16
Item 6. Selected Financial Data ...........................................  16
Item 7. Management's Discussion and Analysis of Financial
          Condition and Results of Operations..............................  18
Item 8. Financial Statements and Supporting Data...........................  24
Item 9. Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure.........................................  24

                                    PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act................  24
Item 11. Executive Compensation............................................  26
Item 12. Security Ownership of Certain Beneficial Owners and Management....  29
Item 13. Certain Relationships and Related Transactions....................  30

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and
          Reports on Form 8K...............................................  30

          Signatures ......................................................  32


                                       3



                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        This Form 10-K includes "forward-looking  statements" within the meaning
of Section 27A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  All statements  other than statements of historical  facts,  included in
this Form 10-K that address  activities,  events or  developments  that Gulfport
Energy  Corporation  ("Gulfport"  or the  "Company"),  a  Delaware  corporation,
formerly known as WRT Energy Corporation ("WRT"), expects or anticipates will or
may occur in the future,  including such things as estimated future net revenues
from  oil and gas  reserves  and  the  present  value  thereof,  future  capital
expenditures  (including the amount and nature thereof),  business  strategy and
measures to implement  strategy,  competitive  strength,  goals,  expansion  and
growth of  Gulfport's  business  and  operations,  plans,  references  to future
success, reference to intentions as to future matters and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by Gulfport in light of its  experience  and its perception of
historical trends,  current conditions and expected future  developments as well
as other  factors it believes are  appropriate  in the  circumstances.  However,
whether  actual   results  and   developments   will  conform  with   Gulfport's
expectations and predictions is subject to a number of risks and  uncertainties,
general  economic,  market, or business  conditions;  the opportunities (or lack
thereof) that may be presented to and pursued by Gulfport;  competitive  actions
by other  oil and gas  companies;  changes  in laws or  regulations;  and  other
factors, many of which are beyond the control of Gulfport.  Consequently, all of
the  forward-looking  statements  made in the Form 10-K are  qualified  by these
cautionary  statements and there can be no assurances that the actual results or
developments anticipated by Gulfport will be realized, or even if realized, that
they will have the expected consequences to or effects on Gulfport, its business
or operations.


                                     PART I

Item 1. Business

Description of Business

        Gulfport  is an  independent  oil and  gas  exploration  and  production
company with  properties  located in the  Louisiana  Gulf Coast.  Gulfport has a
market  enterprise  value of  approximately  $41.0 million dollars and generated
EBITDA of $8.4 million dollars for the twelve months ended December 31, 2000. As
of December 31, 2000, the Company had in excess of 25 MMBOE proved reserves with
a present value (10%) of estimated future net reserves of $280 million dollars.

        Gulfport is actively  pursuing further  development of its properties in
order to fully exploit its reserves.  The Company has a substantial portfolio of
low  risk  developmental  projects  for the next  several  years  providing  the
opportunity  to  increase  production  and cash flow.  Gulfport's  developmental
program is designed to reach the Company's high impact, higher potential rate of
return prospects through the penetration of several producing horizons.

        Additionally,  Gulfport  owns 3-D  seismic  data,  which  along with the
Company's technical expertise,  will be used to identify  exploratory  prospects
and test undrilled fault blocks in this existing fields.

                                       4




Background

        Gulfport is the successor of WRT Energy Corporation  ("WRT").  WRT filed
for bankruptcy in February 1996.  Gulfport emerged as the reorganized company in
July 1997.

Principal Oil and Gas Properties

      Gulfport owns  interests in a number of producing  oil and gas  properties
located  along the  Louisiana  Gulf Coast.  The  following  is a map showing the
locations of Gulfport's principal oil and gas properties.

(MAP OMITTED)

        Gulfport serves as the operator of  substantially  all of the properties
in which it holds a working  interest  with the exception of the Texaco well and
deep rights at West Cote Blanche  Bay.  The  following  table  presents  certain
information  as of January 1, 2001  reflecting  Gulfport's  net  interest in its
producing oil and gas properties.



                                                                           Net Proved Reserves
                                                                              As of 1/1/01
                                                                          -------------------
Field           NRI/WI    Active Wells   Shut-in wells (1)  Acreage (2)      Gas       Oil        Total
                          ------------   -----------------  -----------
               Percentages  Gross   Net    Gross   Net      Gross    Net    MBOE      MBOE        MBOE
----------    -----------------------------------------------------------------------------------------

                                                                   
E. Hackberry   78.7/100      13     13      77      77     3,147    3,147    644       3,260      3,904

W. Hackberry   87.5/100       3      3      24      24       592      592     47         283        330

West Cote
Blanche Bay(3) 78.7/100      54     53     306     303     4,590    4,590  2,193      18,015     20,208

Overrides/
Royalty        Various       17      2       4       1       403      403    147         540        687
                         ------------------------------------------------------------------------------
Total (4)                    87   70.5     411     405     8,732    8,732  3,031      22,098     25,129
                         ==============================================================================



(1) The following  wells produce on an  intermittent basis:  East Hackberry - 3;
    West Hackberry - 1; and West Cote Blanche Bay - 6.
(2) All of Gulfport's acreage is Developed Acreage.
(3) Includes 1 producing well and 3 shut-in wells attributable to  depths  below
    the  Rob  "C"  Marker  ("Deep  Rights").  Gulfport  has a 7.45% non-operated
    working  interest  (5.84% NRI)  in the Deep  Rights.  The  Deep  Rights  are
    operated by Texaco Exploration and Production, Inc.
(4) In the future, Gulfport will have to plug and abandon almost 500  wellbores.
    Gulfport's  strategy to meet this  obligation  is to plug at twenty  wells a
    year at  WCBB, three at Hackberry and to invest in plugging escrow accounts.
    The Company continually deposits money in the  West Cote  Blanche Bay Escrow
    Account,  which currently has a balance in  excess of $1.7 million  dollars.
    Additionally,  Gulfport has  a $200,000  letter of credit  dedicated to  the
    plugging operations at East Hackberry.

        All of the oil and gas leases in which  Gulfport  owns an interest  have
been  perpetuated  by  production.  The operator may surrender the leases at any
time by notice to the lessors, or by the cessation of production.

                                       5


East Hackberry Field

(Map Omitted)

Location and Land

      The East  Hackberry  Field is  located  along  the  western  shore of Lake
Calcasieu in Cameron Parish,  Louisiana approximately 80 miles west of Lafayette
and 15  miles  inland  from the  Gulf of  Mexico.  In  February  1994,  Gulfport
purchased a 100%  working  interest  (approximately  79% average NRI) in certain
producing  oil and gas  properties  situated in the East  Hackberry  Field.  The
purchase  included two  separate  lease  blocks,  the Erwin Heirs Block which is
located  on  land  originally   developed  by  Gulf  Oil  Company  (now  Chevron
Corporation),  and the adjacent State Lease 50 Block which is located  primarily
in the shallow waters of Lake Calcasieu, originally developed by Texaco. The two
lease blocks together contain 3,147 acres.

      In September 1994, Gulfport sold an overriding royalty interest equal to a
50% working interest in certain producing oil and gas wells situated in the East
Hackberry  Field to Milam  Royalty  Corporation a subsidiary of J. P. Morgan and
Company.  In April 1999, Gulfport purchased the overriding royalty interest back
from the then current owner,  Queen Sand Resources,  Inc. giving Gulfport a 100%
working interest in the field.

Geology

      The Hackberry Field is a major salt intrusive feature, elliptical in shape
as opposed to a classic  "dome,"  divided into East and West field entities by a
saddle.  Structurally,  Gulfport's  East  Hackberry  acreage  is  located on the
eastern end of the  Hackberry  salt  ridge.  There are over 30 pay zones at this
field.  The salt intrusion  trapped  Oligocene  through Lower Miocene rocks in a
series of complex,  steeply dipping fault blocks.  The Camerina sand series is a
prolific  producer  with 1-2 MMBL per well of oil  potential.  Gulfport's  wells
currently produce from perforations found between 5,100' and 12,200'.

Area History and Production

      The East  Hackberry  field was discovered in 1926 by Gulf Oil Company (now
Chevron Corporation) by a gravitational anomaly survey. The massive shallow salt
stock presented an easily  recognizable  gravity anomaly indicating a productive
field.  Initial  production began in 1927 and has continued to the present.  The
estimated cumulative oil and condensate  production through 2000 was 111 million
barrels of oil with  casinghead  gas  production  being 60 billion cubic feet of
gas.  There have been a total of 170 wells drilled on Gulfport's  portion of the
field with 13 having current daily production; three produce intermittently;  77
wells are shut-in and 4 wells have been converted to salt water disposal  wells.
The  remaining 72 wells have been plugged and  abandoned.  During 2000 daily net
production averaged 306 barrels of oil and 4,404 barrels of water with a limited
amount of gas.

Facilities

      Gulfport has land-based  production and processing  facilities  located at
the East Hackberry Field. The facility is comprised of two dehydrating units and
four disposal pumps.  Gulfport also has a field office that serves both the East
and West Hackberry fields.  Due to the high cost of gas, Gulfport  converted the
Erwin Heirs Block from gas lift to other  lifting  methods in 2000 and  returned
the rental compressors.  Gulfport reactivated three pumping units from inventory
and purchased an additional surface unit and two electric submersible pumps.

                                       6


2000 Activity

        Gulfport successfully recompleted one well on the Erwin Heirs portion of
East  Hackberry.  In addition to the  recompletions,  the Company also conducted
several remedial  operations that included repairing holes in tubing and casing,
the repair and replacement of downhole pumps and replacing parted tubing.

West Hackberry Field

Location and Land

     The West Hackberry  Field is located on land and is five miles West of Lake
Calcasieu in Cameron Parish,  Louisiana approximately 85 miles west of Lafayette
and 15  miles  inland  from the  Gulf of  Mexico.  In  November  1992,  Gulfport
purchased a 100% working interest  (approximately 80% average NRI,  subsequently
increased to  approximately  87.5% NRI) in 592 acres  within the West  Hackberry
Field.

     Gulfport's leases at West Hackberry are located  within two miles of one of
the United States'  Department of  Energy's Strategic  Petroleum  Reserves.  The
West  Hackberry storage  facility occupies  525 acres and has  capacity to store
222 million barrels of oil in underground salt caverns.

Geology

     Structurally,  Gulfport's West Hackberry  acreage is located on the western
end of the  Hackberry  salt ridge.  (See graphic  above.)  There are over 30 pay
zones at this field. West Hackberry consists of a series of fault-bounded  traps
in the Oligocene-age Vincent and Keough sands associated with the Hackberry Salt
Ridge. Recoveries from these thick, porous, water-drive reservoirs have resulted
in per well cumulatives of almost 700 BOE.

Area History and Production

        The first  discovery  well at West Hackberry was drilled in 1938 and was
developed by Superior Oil Company (now Exxon-Mobil Corporation) between 1938 and
1988. The estimated  cumulative oil and condensate  production  through 2000 was
170 million  barrels of oil with  casinghead gas production of 120 billion cubic
feet of gas.  There have been 36 wells drilled to date on Gulfport's  portion of
West Hackberry and currently 3 are producing, 24 are shut-in and 1 well has been
converted to a saltwater  disposal well. The remaining 8 wells have been plugged
and abandoned.  During 2000, daily net production averaged 46 barrels of oil and
167 barrels of water with a limited amount of gas.

Facilities

      Gulfport has land-based  production and processing  facilities  located at
the West Hackberry  field.  Gulfport has two dehydrating  units and one disposal
pump.  During 2000,  due to the high cost of gas,  Gulfport  converted  the West
Hackberry field from gas lift to other lifting methods.  The Company reactivated
two pumping units from inventory and sold a company owned  compressor.  Gulfport
maintains a field office that serves both the East and West Hackberry fields.

2000 Activity

        Gulfport  had  one  unsuccessful  recompletion  at  West  Hackberry.  In
addition to the  recompletion,  the Company also conducted  remedial  operations
that included  repairing holes in tubing and casing,  the repair and replacement
of downhole pumps and replacing parted tubing.

                                       7


West Cote Blanche Bay Field

(Map Omitted) (Type Log Omitted)

Location and Land

      The West Cote Blanche Bay (WCBB) Field lies  approximately  five miles off
the coast of Louisiana primarily in St. Mary Parish in a shallow bay, with water
depths averaging eight to ten feet.  Gulfport  originally acquired from Texaco a
6.25%  working  interest  in all zones in the WCBB field in July 1988.  In April
1995,  Gulfport  completed the purchase of an additional 43.75% working interest
in the WCBB  field  from an  affiliate  of Benton  Oil and Gas  Company  and two
affiliates  of Tenneco,  Inc. as to those rights lying above the base of the Rob
"C"  marker,  located at  approximately  10,500'.  The  sellers  retained  their
interests  in all depths  below the base of the Rob "C"  marker.  In July,  1997
Gulfport acquired the remaining 50% working interest in the WCBB field in depths
above the Rob "C" marker  from  Texaco and became the  operator  of the  shallow
rights in the field. In 1999 Gulfport exercised a preferential right to purchase
an  additional  1.00%  working  interest in the rights below the Rob "C" marker.
Currently Gulfport owns a 100% working interest (78.66% NRI) and is the operator
in the depths  above the Rob "C" marker  and owns a 7.45%  non-operated  working
interest (5.84% NRI) in depths below the Rob "C" marker.  Texaco is the operator
below the base of the Rob "C"  marker.  Gulfport's  leasehold  at WCBB  covers a
portion of Louisiana State Lease 340 and contains 4,590 acres.

Geology

      WCBB  overlies one of the largest salt dome  structures on the Gulf Coast.
The field is  characterized  by a piercement salt dome, which created traps from
the Pleistocene through the Miocene.  The relative movements affected deposition
and  created a complex  system  of fault  traps.  The  compensating  fault  sets
generally  trend  NW-SE  and are  intersected  by  sets  having  a major  radial
component.  Later-stage  movement  caused  extension  over  the dome and a large
graben system was formed.

      There are over 100 distinct  sandstone  reservoirs  recognized  throughout
most of the field and nearly 200 major and minor  discrete  intervals  have been
tested.  Within  the over 800  wellbores  that have been  drilled to date in the
field,  over 4,000 potential zones have been penetrated.  These sands are highly
porous and permeable reservoirs primarily with a strong water drive.

Area History and Production

      Texaco  drilled  the  discovery  well  in  1940  based  on a  seismic  and
gravitational  anomaly.  WCBB was  subsequently  developed  on an even  160-acre
pattern  for  much  of the  remainder  of  the  decade.  Developmental  drilling
continued and reached its peek in the 1970's when over 300 of the over 800 total
wells were drilled in the field. Of the over 800 wells drilled, only 80 were dry
holes and many of these were capable of hydrocarbon production. As a result, the
field  has an  historic  success  rate of over 90% for all  wells  drilled.  The
cumulative  gross  production for the average producer in the field was 237 MBO,
with over 100 of those  wells (14% of total  wells)  producing  in excess of 500
MBO. As of January 1, 2001, field cumulative gross production was 190.5 MMBO and
232 BCF of gas.

      There have been 864 wells  drilled  in WCBB.  Of these,  54 are  currently
producing,  306 are shut-in and five have been  converted to salt water disposal
wells. The balance of the wells (or 499) have been plugged and abandoned. During
2000, Gulfport's net current daily production averaged 1,066 barrels of oil, 255
MCF of gas and 2,213 barrels of water at WCBB.

                                       8


      In 1991 Texaco  conducted  a 70 square mile 3-D seismic  survey with 1,100
shot points per mile that processed out 100 fold. In 1993, an undershoot  survey
around the crest and production  facilities was added.  Gulfport owns the rights
to the seismic data. In December of 1999 Gulfport completed the re-processing of
the seismic data and currently has its technical staff developing prospects from
the data. The  reprocessed  data will enable  Gulfport to identify  prospects in
areas of the field that would otherwise remain obscure.

Facilities

      Gulfport  owns and  operates a production  facility at WCBB.  The platform
stretches  over a mile  and is  equipped  with a 30  MMCF  capacity  dehydrating
system,  three  compressors  totaling 4000  horsepower  and three 225 horsepower
triplex saltwater  disposal pumps.  Gulfport has made continual  improvements to
this  facility  to enable  it to  function  more  efficiently  and  lower  lease
operating  expense at WCBB. Some of the  improvements in 2000 include  repairing
and replacing  flowlines and gas lift lines,  installing electric flow meters to
more accurately measure gas, cleaning out existing salt water disposal wells and
converting a shut-in well to a saltwater disposal well.  Gulfport generates cash
flow by handling other  companies'  saltwater and gas through the facility for a
fee.  In 2000,  Gulfport  earned an average  of  $63,000 a month  from  facility
charges.

2000 Activity

        During 2000, Gulfport  successfully  drilled two developmental oil wells
and one  developmental  gas well. An unsuccessful  well was drilled to a shallow
exploratory target.  Gulfport successfully  re-completed three wells at WCBB and
had no unsuccessful recompletions.  The Company plugged  24 wells at WCBB during
2000 at an average  cost of $13,700 per well.  Gulfport  has plugged 64 wells in
this field since beginning its plugging program in 1997.

2001 Field Activity

      West Cote Blanche Bay

      In 2001,  Gulfport  continues to use the  re-processed 3-D seismic data to
identify  and confirm  intermediate  and  shallow  prospects  at WCBB.  Gulfport
planned to begin a new  drilling  program in October of 2000 but was delayed due
to industry wide  equipment and crew  unavailability.  The drilling  program did
commence in early January 2001 and to date Gulfport has drilled,  logged and run
pipe on four intermediate depth wells, with total depths averaging approximately
9,000 feet,  and is in the  process of drilling a fifth well to 9,000 feet.  All
wells drilled in this program to date appear  productive  and are in the process
of being  completed.  Gulfport has an  additional  two to four wells to drill in
this  program  depending  on  cash  flow,   product  prices,   results  and  rig
availability.  The Company  anticipates that these wells will access significant
oil and gas deposits with all of the wells having multiple  targets ranging from
relatively  low  risk  proven   undeveloped   objectives  to  higher   potential
exploratory  targets.  Gulfport  believes that by taking most current and future
wells to a 9,000 feet target depth range increases the serendipity  factor, i.e.
giving a well the chance to encounter otherwise unknown reserves.  Gulfport also
has plans to begin another four to six intermediate  depth well drilling program
during the summer of 2001.

                                       9


 East and West Hackberry

      Gulfport has plans to workover or re-complete  six wells and test fourteen
shut-in  wells in the State  Lease 50 portion  of East  Hackberry  during  2001.
Gulfport  also plans to  re-activate  a satellite  tank battery plus  additional
facility  upgrades  at  State  Lease 50 and the  Erwin  Heirs  portions  of East
Hackberry.

        Gulfport successfully  sidetracked a well in the West Hackberry Field in
February of 2001 and the well is currently waiting on completion.

Texaco Operated Well

      In June of 1999,  Gulfport  executed a  sublease  in favor of Texaco of an
approximate 72 acre block below the base of the 8 Sand, located at approximately
9,060  feet,  at WCBB and  reserved a 25%  back-in  working  interest  after the
proceeds of the well totaled  $1,000,000.  Texaco has informed Gulfport that the
well reached the payout point in December 1999.

Overriding Royalty Interests

      Gulfport owns overriding  royalty  interests in an additional 14 producing
oil and gas wells lying in four fields.  When  Gulfport sold its interest in the
Bayou Penchant Field to Castex Energy 1996 Limited  Partnership  effective April
1, 1998,  Gulfport retained a 10% overriding royalty interest in this field. The
Bayou  Penchant  field is located in Terrebonne  Parish,  Louisiana and the 2000
average daily gross  production  from nine producing wells was over 2,000 MCF of
gas.

      Gulfport also owns a 2.5% overriding  royalty  interest in three producing
wells at the  Napoleonville  Field  retained  when Gulfport sold its interest to
Plymouth  Operating  Company  in 1998.  The  Napoleonville  field is  located in
Assumption Parish, Louisiana and averaged 160 barrels of oil per day in 2000.

        Additionally, Gulfport owns a net profits interest in one producing well
and all the leasehold  rights in the South  Atchafalaya Bay Field located in St.
Mary Parish,  Louisiana.  This well was placed on production in late 1999. These
interests provided $57,000 in net revenue to Gulfport in 2000.

        The land  occupied by a warehouse  owned by  Gulfport in  Lafayette,  LA
covers  approximately  one acre. The mineral rights underlying the building were
included  in a unit  drilled by  Newfield  Exploration  Company.  In April 2000,
effective  June 1999,  Gulfport  backed  into a working  interest  in the Gladys
Garber #1 well.  During 2000,  the well generated over $58,000 net to Gulfport's
interest.

Fee Minerals and Surface Interest

      Gulfport owns 230 net acres of fee minerals and surface interest  adjacent
to its  West  Hackberry  Field  in  Cameron  Parish,  Louisiana.  This  property
currently contains six producing wells.

Castex Energy 1996 Limited Partnership

      In 1998,  Gulfport  sold a  package  of oil and gas  properties  to Castex
Energy 1996 LP for $8.8 million  dollars.  As additional  consideration  for the
sale,  Gulfport was granted a 25% interest in the limited partnership that vests
once the investment in the partnership  pays out. The Limited  Partnership  owns
and operates several oil and gas fields located along the Gulf Coast.

                                       10


Other Interests

Litigation Trust

        Gulfport owns a 12% interest in the Trust (the "Litigation  Trust") that
was established in WRT's bankruptcy to pursue litigation connected with the WRT.

      The  Litigation  Trust  filed  approximately  400  preference  actions and
several substantive  actions alleging fraud,  malpractice and other wrongdoings.
At this time,  Gulfport cannot estimate what the potential  future recovery from
the litigation will be.

Oil and Gas Marketing

      Gulfport  sells  its oil and  gas at the  wellhead  and  does  not  refine
petroleum products.  Other than normal production facilities,  Gulfport does not
own an interest in any bulk storage facilities or pipelines.  As is customary in
the industry,  Gulfport  sells its  production in any one area to relatively few
purchasers, including transmission companies that have pipelines near Gulfport's
producing  wells.  Gas purchase  contracts are  generally on a short-term  "spot
market"  basis and usually  contain  provisions by which the prices and delivery
quantities for future deliveries will be determined.  The majority of Gulfport's
crude oil  production  in 2000 was sold on  contracts  based on postings  plus a
premium. These premiums are based on an average paid by several purchasers minus
a handling charge per barrel of oil.

        During  2000,  oil sales to Black  Hills  Energy Co. and Equiva  Trading
Company  accounted  for 74% and  17%,  respectively  of  Gulfport's  oil  sales.
Gulfport had no other purchasers that accounted for greater than 10% of it's oil
sales.  Gulfport had no gas purchaser's that accounted for more than 10% of it's
total sales.

Competition and Markets

      Availability  of Markets.  The  availability of a ready market for any oil
and/or gas produced by Gulfport  depends on numerous  factors beyond the control
of management,  including but not limited to, the extent of domestic  production
and  imports  of  oil,  the  proximity  and  capacity  of  gas  pipelines,   the
availability of skilled labor, materials and equipment,  the effect of state and
federal  regulation of oil and gas production and federal regulation of gas sold
in interstate commerce. Oil and gas produced by Gulfport in Louisiana is sold to
various  purchasers  who service the areas where  Gulfport's  wells are located.
Gulfport's  wells are not subject to any agreements that would prevent  Gulfport
from either selling its production on the spot market or committing  such gas to
a long-term  contract;  however,  there can be no assurance  that  Gulfport will
continue  to have ready  access to  suitable  markets for its future oil and gas
production.

      Impact  of Energy  Price  Changes.  Oil and gas  prices  can be  extremely
volatile  and  are  subject  to  substantial   seasonal,   political  and  other
fluctuations.  The prices at which oil and gas  produced by Gulfport may be sold
is uncertain and it is possible that under some market conditions the production
and  sale  of oil  and  gas  from  some  or all of  its  properties  may  not be
economical.  The  availability  of a ready market for oil and gas and the prices
obtained for such oil and gas,  depend upon numerous  factors beyond the control
of Gulfport, including competition from other oil and gas suppliers and national
and  international  economic and political  developments.  Because of all of the
factors  influencing  the price of oil and gas, it is  impossible  to accurately
predict future prices.

                                       11


Environmental Regulation

      Operations  of Gulfport are subject to numerous  federal,  state and local
laws and regulations governing environmental  protection.  Over the last several
years,  state and federal  environmental  laws and regulations  have become more
stringent  and may continue to become more  stringent in the future.  These laws
and regulations may affect Gulfport's  operations and costs as a result of their
affect on oil and gas development, exploration, and production operations. It is
not  anticipated  that  Gulfport  will be  required in the near future to expend
amounts that are material in relation to its total capital  expenditures program
by reason of environmental  laws and regulations,  but inasmuch as such laws and
regulations are frequently  changed,  Gulfport is unable to predict the ultimate
cost of compliance.

Operational Hazards and Insurance

      Gulfport's operations are subject to all of the risks normally incident to
the  production of oil and gas,  including  blowouts,  cratering,  pipe failure,
casing  collapse,  oil spills and fires,  each of which  could  result in severe
damage to or  destruction of oil and gas wells,  production  facilities or other
property,  or  injury  to  persons.  The  energy  business  is also  subject  to
environmental hazards, such as oil spills, gas leaks, and ruptures and discharge
of toxic substances or gases that could expose Gulfport to substantial liability
due to pollution and other  environmental  damage.  Although Gulfport  maintains
insurance coverage  considered to be customary in the industry for a company its
size, it is not fully insured  against  certain of these risks,  either  because
such insurance is not available or because of high premium costs. The occurrence
of a significant  event that is not fully insured  against could have a material
adverse effect on Gulfport's financial position.

Headquarters and Other Facilities

        Gulfport  lease office space in Oklahoma  City,  Oklahoma  under a lease
covering  approximately 7,000 square feet that expires in 2001. The monthly rent
is approximately $9,300.

      In 1996, Gulfport purchased a building in Lafayette,  Louisiana to be used
as Gulfport's Louisiana  headquarters.  The 16 year-old building contains 12,480
total  square  feet with 8,180  square  feet of  finished  office area and 6,300
square feet of clear span warehouse area. The mortgage balance was approximately
$178,600  as of  January  1,  2001  with  an  estimated  fair  market  value  of
$350,000.00. This building allows Gulfport to provide office space for Louisiana
personnel,  have  access to meeting  space close to the fields and to maintain a
corporate presence in Louisiana.

Employees

      At  December  31,  2000,  Gulfport  had 11  employees.  A  Louisiana  well
servicing  company  serves as contract  operator of the fields and  provides all
necessary field personnel.

                                       12



Item 2. Properties

Oil & Gas Reserves

      The oil and gas reserve information set forth below  represents  estimates
as  prepared by the  independent  engineering  firm of  Netherland,  Sewell  and
Associates, Inc.  Reserve  engineering is  a  subjective  process of  estimating
volumes of economically recoverable oil  and gas that cannot  be measured in  an
exact manner. The accuracy of any reserve  estimate is a function of the quality
of available  data  and  of  engineering  and  geological  interpretation.  As a
result, the estimates of  different  engineers  often  vary.  In  addition,  the
results of drilling,  testing,  and  production  may  justify  revisions of such
estimates.  Accordingly,  reserve  estimates often differ from the quantities of
oil and gas that are ultimately recovered. Estimates of economically recoverable
oil and gas  and of future  net revenues are based on a number of variables  and
assumptions,  all of  which may  vary from  actual results,  including  geologic
interpretation, prices, and future production rates and costs.

        The  following  table  sets  forth  estimates  of the proved oil and gas
reserves of Gulfport at December 31, 2000, as estimated by Netherland,  Sewell &
Associates, and independent engineering firm.



                                                   JANUARY 1, 2001
                                                   ---------------

Proved Reserves                      Developed       Undeveloped       Total
                                     ---------       -----------       -----

                                                              
Oil (MBBLS)                            3,066           19,031          22,098
Gas (MMCF)                             2,077           16,111          18,188
MBOE                                   3,412           21,717          25,129
Year-end present value (10%) of
  estimated future net revenue   $36,629,100     $244,264,700    $280,893,800


      Total  proved  reserves  decreased  to 25,129 MBOE at January 1, 2001 from
26,967 at January 1, 2000.  This decrease in reserves is mainly  attributable to
natural production declines.

      The  estimated   future  net   revenues  as  prepared   by the independent
engineering firm of Netherland, Sewell and Associates, Inc. set forth above were
determined by using reserve  quantities of  proved reserves  and the periods  in
which  they are  expected  to  be  developed  and  produced  based  on  economic
conditions prevailing at December 31, 2000.  The estimated  future production is
priced at December 31, 2000  without escalation  using $26.80 per  BBL and $9.52
per MCF.

      In compliance  with federal law,  Gulfport  files annual  reports with the
Energy Information  Agency of the U.S.  Department of Energy with respect to its
production  of oil and gas during each  calendar  year and its estimated oil and
gas reserves at the end of each year.

Production, Prices, and Production Costs

      The following is a table and graph of Gulfport's monthly net production in
2000.

(Table and Graph Omitted)

      The  following  table  demonstrates  the oil and gas  production  volumes,
average  sales  prices  and  average  lease  operating   expenses  received  for
production years ended 2000, 1999 and 1998.

                                       13








                                                    Year Ended December 31
                                               -------------------------------
Production Volumes:                             2000         1999        1998
                                               ------       ------      ------

                                                                
Oil (MBBLS)                                     530          576         441

Gas (MMCF)                                       83          107         421

Oil Equivalents (MBOE)                          544          594         512

Average Prices

Oil (per BBL)                                $29.76       $16.86      $15.48

Gas (per MCF)                                $ 4.04       $ 2.83      $ 2.30

Oil Equivalents (per MBOE)                   $29.62       $16.86      $15.18

Average Production Costs (per BOE)           $ 9.35       $ 6.18      $14.01

Average Production Taxes (per BOE)           $ 3.02       $ 1.64      $ 1.49



        Drilling and Recompletion Activities

        The following table contains data with respect to certain of  Gulfport's
field  operations  during  the  years ended  December 31,  2000,  1999 and 1998.
Gulfport drilled no exploratory wells during the periods presented.



                                      2000             1999            1998

                                 Gross    Net     Gross    Net     Gross    Net
                                -------------     ------------     -------------
Recompletions,Sidetracks and
  Deepenings
                                                           
Oil                              4        4       15        15      7        4.7

Gas                              0        0        0         0      0         0

Non-Productive                   1        1       12        12      0         0
                                -------------     ------------     -------------

TOTAL:                           5        5       27        27      7        4.7
                                =============     ============     =============

Development Wells:

Oil                              2        2        5        5        0        0

Gas                              1        1        0        0        0        0

Non-Productive                   1        1        1        1        0        0
                                -------------      -----------     -------------

TOTAL:                           4        4        6        6        0        0
                                =============      ===========     =============


Title to Oil and Gas Properties

      It is customary in the oil and gas industry to make only a cursory  review
of title to undeveloped  oil and gas leases at the time they are acquired and to
obtain more extensive title examinations when acquiring producing properties. In
future  acquisitions,  Gulfport  will  conduct  title  examinations  on material
portions of such  properties  in a manner  generally  consistent  with  industry
practice.  Certain of Gulfport's  oil and gas properties may be subject to title
defects,  encumbrances,  easements,  servitudes or other  restrictions,  none of
which,  in  management's  opinion,  will in the  aggregate  materially  restrict
Gulfport's operations.

                                       14




Item 3. Legal Proceedings

              Gulfport  has been named as a defendant in various  lawsuits.  The
ultimate  resolution of these matters is not expected to have a material adverse
affect on the Company's  financial  condition or results of  operations  for the
periods presented in the financial statements.


Item 4. Submission of Matters to a Vote of Security Holders

        On August 24,  2000 the Board of  Directors  nominated  five  persons to
serve on the Board of Gulfport.  On September 1, 2000, the holders of a majority
of the outstanding  shares of Gulfport's common stock executed a written consent
electing the five nominated persons as directors of Gulfport. Each director will
serve  until  the  next  annual  meeting  or until he is  succeeded  by  another
qualified director who has been elected.

      The annual  shareholder  meeting for Gulfport has not been scheduled as of
the date of this filing.

Item 4a.  Executive Officers of the Registrant.

        The officers of Gulfport are as follows:

                  Name                 Age      Position
                  ----                 ---      --------

               Mike Liddell            47      Chairman of the Board, Chief
                                                Executive Officer, President and
                                                Director

               Michael G. Moore        44      Vice President and Chief
                                                Financial Officer

               Lisa Holbrook           30      Vice President, General Counsel
                                                 and Secretary

        Mike  Liddell has served as a director of Gulfport  since July 11, 1997,
as Chief  Executive  Officer  since  April 28, 1998 and as Chairman of the Board
since July 28, 1998.  Mr. Liddell has served as President of Gulfport since July
2000. In addition,  Mr.  Liddell served as Chief  Executive  Officer of DLB from
October 1994 to April 28, 1998, and as a director of DLB from 1991 through April
1998. From 1991 to 1994, Mr. Liddell was President of DLB. From 1979 to 1991, he
was  President  and Chief  Executive  Officer of DLB Energy.  He received a B.S.
degree in education from Oklahoma State University.  He is the brother of Mickey
Liddell.

        Michael G. Moore  has  served  as Vice  President  and  Chief  Financial
Officer since July 2000.  From  May 1998  through July 2000, Mr. Moore served as
Vice President and Chief Financial Officer of Indian Oil Company. From September
1995  through May 1998,  Mr.  Moore  served as Controller of DLB Oil & Gas, Inc.
Prior to that,  Mr. Moore served as Controller of LEDCO, Inc.,  a Houston  based
gas  marketing  company.  Mr.  Moore  received  both his B.B.A degree in finance
and his M.B.A. from the University of Central Oklahoma.

        Lisa Holbrook  has served  as Vice President  and Secretary  of Gulfport
since  November 5,  1999,  and  as  General  Counsel  since  April 28, 1998.  In
addition,  Ms. Holbrook served as Assistant  General  Counsel of DLB until April
1998. Ms.  Holbrook  received  a B.A. in  political  science  from  Southwestern
Oklahoma State University. In 1996, Ms. Holbrook received her J.D. from Oklahoma
City University Law School where she graduated with highest distinction.

                                       15




                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

        Gulfport's  Common Stock is traded on the NASD OTC Bulletin  Board under
the symbol GPOR.  The  following  table sets forth the high and low sales prices
for the Common Stock in each quarter:

  YEAR ENDED DECEMBER 31, 2000                      LOW        HIGH
  ----------------------------                     -----       -----
        First Quarter                              $2.125     $2.875
        Second Quarter                             $2.50      $5.375
        Third Quarter                              $4.125     $4.937
        Fourth Quarter                             $3.750     $4.875


        Holders of Record

      At the close of business on February 1, 2001 there were 10,145,400  shares
of Common Stock outstanding held by 381 shareholders of record.

        Dividend Policy

      Gulfport has never paid dividends on the Common Stock.  Gulfport currently
intends to retain all earnings to fund its operations.  Therefore, Gulfport does
not  intend to pay any cash  dividends  on the Common  Stock in the  foreseeable
future.

Item 6.   Selected Financial Data

        As a result of the  Reorganization  Case and Plan, which was consummated
and became  effective  on July 11,  1997,  Gulfport  was required to present its
financial statements pursuant to fresh start reporting  standards.  Accordingly,
the  financial  statements  of  Gulfport  are not  comparable  to the  financial
statements  of WRT.  However,  in the case of the statement of  operations,  the
Company believes that comments comparing calendar years are appropriate in order
to provide a more meaningful understanding of Gulfport's operations.

                                       16




        The  following  selected  financial  data as of and for the years  ended
December  31,  2000,  1999 and 1998,  and as of and for the five  months 21 days
ended  December 31, 1997,  for Gulfport and for the six months and 10 days ended
July 10, 1997,  for the  Predecessor  Company are derived from the  consolidated
financial  statements of Gulfport included  elsewhere in the Annual Report.  The
selected  financial  data at December  31, 1996 and for the year then ended have
been derived  from  historical  consolidated  financial  statements  of WRT. The
financial data set forth below should be read in conjunction with  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
the consolidated financial statements of Gulfport and the notes thereto included
elsewhere in this Annual Report.



                                                Reorganized Company                  Predecessor Company
                                     -------------------------------------------   ------------------------

                                                                      July 11,     Six Months
                                              Year ended              1997 to       10 Days     Year ended
                                             December 31,           December 31,    July 10,   December 31,
                                      --------------------------                               ------------
                                      2000       1999       1998        1997          1997         1996
                                      ----       ----       ----        ----          ----         ----
Statement of Operation Data                        (in thousands, except per share amounts)

                                                                              
Oil and gas sales                   $16,117    $10,018    $ 8,298    $ 9,456         $10,138    $24,019
                                    -------    -------    -------    -------         -------    -------
Operating expenses                   11,635      9,978     66,415     11,478          11,002     40,855
                                    -------    -------    -------    -------         -------    -------
Net income (loss) from operations     4,482         40    (58,117)    (2,022)           (864)   (16,836)
                                    -------    -------    -------    -------         -------    -------
Interest expense                        596        934      1,534        727           1,106      5,562

Proceeds for litigation trust             -      1,342          -          -               -          -

Reorganized cost                          -          -          -          -          (7,771)    (7,345)

Net income (loss) before dividends

    on preferred stock an             4,459        641    (59,109)    (1,713)         (9,615)   (29,387)

Extraordinary item                        -          -          -          -          88,723          -

Net income (loss) before dividends

    on preferred stock                4,459        641    (59,109)    (1,713)        $79,108   $(29,387)

Dividends on preferred stock              -          -          -          -          (1,510)    (2,846)

Net income (loss) available to

    common stock                      4,459        641    (59,109)    (1,713)        $77,598   $(32,233)

Earnings (loss) per common and

    common share equivalent            0.44       0.13     (72.34)     (3.88)          N/A          N/A

  Average common and common

    equivalent shares outstanding    10,145      5,120        817        442           9,539      9,539

Capital expenditures                $ 6,658    $ 7,147    $   991    $ 5,644       $   2,562    $ 4,823




                                                                               Predecessor
                                               Reorganized Company              Company
                                      --------------------------------------   -----------
                                      2000       1999       1998      1997        1996
                                      ----       ----       ----      ----        ----

Balance Sheet Data

                                                                  
Working capital (deficit)           $   169    $(1,352)   $(3,204)   $  (719)    $(148,932)

Property, plant and equipment, net   26,692     23,469     19,990     81,507        56,899

Total assets                         36,178     33,484     27,568     92,346        68,076

Long term debt                          301        179        381     13,528             -

Shareholders' equity (deficit)      $28,573    $24,114    $18,503    $70,280     $ (60,551)




(1)     Operating expenses for 1998 include non-cash  charges of $50,131,000 for
        impairment of oil and gas properties, $271,000 for  abandonment of long-
        lived  assets  and a  $244,000 provision  for  doubtful  accounts.   See
        "Management's Discussion and Analysis of Financial Condition and Results
        of Operations."

                                       17


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

        The  following  discussion  and  analysis  of  the  Company's  financial
condition  and  results  of  operations  is  based  in part on the  consolidated
financial  statements  and the notes thereto  included  elsewhere in this Annual
Report and should be read in conjunction therewith.

        Credit Facility

        On July 11, 1997  Gulfport  entered into a $15,000,000  credit  facility
with ING  (U.S.)  Capital  Corporation.  During  1998 and 1999,  there  were two
amendments  to the facility and the maturity date was reset to June 30, 2000. On
June 28,  2000,  the  Company  repaid  in full its  credit  facility  at ING and
established  a new credit  facility at Bank of Oklahoma  ("BOK").  Gulfport  was
advanced $1.6 million on this new facility, which calls for interest payments to
be made monthly in addition to twelve  monthly  principal  payments of $100,000,
with the  remaining  unpaid  balance due on August 31, 2001.  On March 22, 2001,
Gulfport executed a new note with BOK increasing the availability to $1,760,000,
increasing the monthly payments slightly to $110,000  beginning July 1, 2001 and
extending  the  maturity  date to October 1, 2002.  This new note  replaces  the
original BOK note dated June 28, 2000.

      Accounting Change

      Before July 11, 1997,  Gulfport  used the  successful  efforts  method for
reporting oil and gas operations.  On July 11, 1997,  Gulfport  converted to the
full cost pool method of accounting for its oil and gas operations.

        Due to the  restating  of  property  values to comply  with fresh  start
accounting  and the conversion  from the  successful  efforts method to the full
cost  pool  method  for  reporting  oil and  gas  operations  as of  July  1997,
comparison of depreciation,  depletion,  and amortization  expense for the years
ended December 31, 2000, 1999 and 1998, with prior years will not be meaningful.

        Results of Operations

      The markets for oil and gas have  historically  been, and will continue to
be,  volatile.  Prices for oil and gas may  fluctuate in response to  relatively
minor changes in supply and demand,  market uncertainty and a variety of factors
beyond the  control of  Gulfport.  Set forth in the table  below are the average
prices  received  by the  Company  and  production  volumes  during the  periods
indicated.

                                       18







                                                    Year Ended December 31
                                                --------------------------------
Production Volumes:                             2000         1999        1998
                                                ----         ----        ----
                                                                 
Oil (MBBLS)                                     530          576          441
Gas (MMCF)                                       83          107          421
Oil Equivalents (MBOE)                          544          594          512

Average Prices
Oil (per BBL)                                $29.76       $16.86      $15.48
Gas (per MCF)                                $ 4.04       $ 2.83      $ 2.30
Oil Equivalents (per MBOE)                   $29.62       $16.86      $15.18
Average Production Costs (per BOE)           $ 9.35       $ 6.18      $14.01
Average Production Taxes (per BOE)           $ 3.02       $ 1.64      $ 1.49



Comparison of Years Ended December 31, 2000 and 1999

      Gulfport  reported net income  attributable  to common stock of $4,459,000
for the year ended  December 31, 2000,  as compared  with  $641,000 for the year
ended December 31, 1999. The increase in earnings  attributable  to common stock
of $3,818,000 was due primarily to a significant increase in average oil and gas
prices in 2000.

      Oil and Gas Revenues.  For the year ended 2000,  Gulfport reported oil and
gas revenues of  $16,118,000,  a 61% increase  from revenues of  $10,018,000  in
1999. This $6,100,000  increase in revenues is attributable to a 76% increase in
prices per BOE to $29.76 for the year ended 2000 as  compared  to $16.86 for the
same period in 1999. This increase in revenues was partially  offset by a slight
reduction in total BOE's  produced and  sold due to natural  production declines
during the year.

      Operating  Expenses  Including  Production  Taxes.  Total lease  operating
expenses increased  $2,092,000 to $6,732,000 for the year ended 2000 as compared
to  $4,640,000  for the  same  period  in  1999.  This  increase  was  partially
attributable  to a $1,028,000  increase in gas lift costs to $1,555,000  for the
year ended 2000 from $528,000 for the same period in 1999.  This increase in gas
lift costs is  attributable  to the increased gas prices for 2000 as compared to
1999 as well  as  increase  in gas  usage  related  to an  increased  number  of
producing  wells brought online in 2000. In addition,  the increase in operating
expenses  was  also  due  in  part  to an  approximately  $763,000  increase  in
production  taxes for year ended  2000 as a result of  increased  revenues  from
higher oil and gas prices.

      General and Administrative  Expenses.  General and administrative expenses
decreased  by  $171,000  or 10% to  $1,552,000  for the  year  ended  2000  from
$1,723,000  for the  same  period  1999.  This  decrease  was due  primarily  to
Gulfport's  continuing  efforts to reduce  overall  general  and  administrative
costs.

      Interest  Expense.  Interest  expense  decreased  by  $338,000  or  36% to
$596,000 for the year ended 2000 from $934,000 for the same period in 1999. This
decrease  was due to a reduction  in  Gulfport's  interest  bearing debt of $1.9
million.

                                       19



        Litigation  Trust. In 1999, the Company received  proceeds of $1,342,000
from the Trust.  Since the Company  had no basis in the  Litigation  Trust,  the
Company  recognized the entire  proceeds of $1,342,000 as income in the month in
which it was received.  No revenues were received from the Litigation  Trust for
the comparable period in 2000.

      Other  changes in income for the year ended  December 31, 2000 as compared
to the year ended December 31, 1999 were attributable to the following factors:

      Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion and
amortization  expense  was  $3,351,000  for the year ended 2000,  consisting  of
$3,126,000 in depletion on oil and gas  properties,  $209,000 in depreciation of
other property and equipment and $16,000 in amortization  expense. This is an 7%
decrease when  compared to the 1999  depreciation,  depletion  and  amortization
expense of  $3,615,000.  This  decrease is due primarily to a reduction in total
BOE's produced for the year ended 2000 as compared to the same period in 1999.

        Income Taxes.  As of December 31, 2000,  the Company had a net operating
loss carryforward of approximately  $69 million,  in addition to numerous timing
differences  which  gave  rise to a  deferred  tax  asset of  approximately  $41
million,  which  was fully  reserved  by a  valuation  allowance  at that  date.
Utilization of net operating  loss  carryforwards  and other timing  differences
will be recognized as a reduction in income tax expense in the year utilized.  A
current tax  provision  of $1.78  million was  provided for the year ended 2000,
which was fully  offset by an equal  income tax  benefit due to  operating  loss
carryforwards and other deferred tax assets.


Comparison of Years Ended December 31, 1999 and 1998

      Gulfport reported net income  attributable to common stock of $641,000 for
the year ended December 31, 1999, as compared with a net (loss)  attributable to
common stock of  $(59,105,000)  for the year ended  December 31, 1998. The major
change in earnings attributable to common stock of $59,746,000 was due primarily
to the following  factors:  (1) the write-down of oil and gas properties in 1998
totaling $50,131,000, (2) the recognition in 1999 of $1,342,000 in revenues from
the  Litigation  Trust,  (3)  the  increased  oil  production  as  a  result  of
development  efforts in 1999,  (4) reduction of operating  expenses in 1999, (5)
reduction of general and  administrative  expenses in 1999,  and (6) increase in
average oil and gas prices in 1999.

      Impairment  of  Oil  and  Gas  Properties.   At  each  year  end  Gulfport
commissions a reserve report that estimates  proved  reserves and future revenue
of the  Company's  properties.  The  price of oil and  gas,  finding  costs  and
operating costs are used to determine future revenue. When changes occur such as
a drop in product  prices that  indicate the value  carried on the balance sheet
cannot be  recovered  by future  net cash  flow,  an  impairment  in oil and gas
properties must be recorded. During 1998, Gulfport incurred an impairment of oil
and gas  properties  of  $50,130,000.  The value of oil and gas  properties  was
impaired due  primarily to the  reduction  in the present  value of  anticipated
future cash flows which occurred as a result of a 36% decrease in the BOE prices
from  $17.91 used in the  January 1, 1998  reserve  report to $11.43 used in the
January 1, 1999 reserve report.  The reserve report dated January 1, 2000 used a
BOE price of $25.56  resulting in the present value of  anticipated  future cash
flows of $145,355,000.

                                       20


      Recognition of Income from the  Litigation  Trust.  During 1999,  Gulfport
received $1,342,000 in proceeds from the Litigation Trust.

      Oil and Gas Revenues.  During 1999, Gulfport reported oil and gas revenues
of $10,018,000, a 21% increase from revenues of $8,298,000 in 1998. The increase
in revenues is  attributable to a 82,000 increase in BOE production in 1999 over
1998 and an increase in prices in 1999 over 1998 of $1.68 per BOE.  This overall
increase in revenues is despite  the  $665,000  million  decrease in gas revenue
attributable to a .314 MMCF decrease in gas sales.  The decrease in gas sales is
the result of the sale in April 1998 of the Bayou Pigeon,  Bayou  Penchant,  Lac
Blanc, Golden Meadow and Deer Island Fields,  which produced significant amounts
of gas.

      Operating Expenses.  Lease operating expenses have decreased by $4,113,000
or 53% from  $7,782,000 in 1998 to $3,669,000 in 1999.  This decrease was due in
part to the  reduction  of field  related  services  performed  by  third  party
contractors.  Gulfport has lowered its operating  expenses by reducing  facility
costs through capital  expenditures  performed to enhance the saltwater disposal
facility, acidizing and repairing the saltwater wells, repairing the compressors
and a reduction  in gas lift costs.  This  decrease  was also due in part to the
sale effective April 1, 1998 of oil and gas properties  located in Bayou Pigeon,
Bayou Penchant,  Deer Island, Lac Blanc and Golden Meadow. The decrease was also
due in part to a streamlining  and cost savings steps taken to reduce  operating
costs at Gulfport's remaining properties.

      General and Administrative  Expenses.  General and administrative expenses
decreased by  $1,182,000  or 41% from  $2,849,000 in 1998 to $1,667,000 in 1999.
This decrease was due primarily to  Gulfport's  efforts to reduce  personnel and
overall general and administrative costs.

      Interest  Expense.  Interest  expense  decreased  by  $600,000 or 39% from
$1,534,000  in  1998 to  $934,000  in  1999.  This  decrease  was due in part to
interest bearing debt reduced by $1.9 million,  offset in part by the accrual of
$300,000 in interest on certain vendor debt.

        Litigation  Trust. In 1999, the Company received  proceeds of $1,342,000
from the Trust.  Since the Company  had no basis in the  Litigation  Trust,  the
Company  recognized the entire  proceeds of $1,342,000 as income in the month in
which it was received.  No revenues were received from the Litigation  Trust for
the comparable period in 1998.

      Other  changes in income for the year ended  December 31, 1999 as compared
to the year ended December 31, 1998 were attributable to the following factors:

      Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion and
amortization  expense  totaled  $3,615,000  in 1999  consisting of $3,410,000 in
depletion  on oil and gas  properties  and  $205,000  in  depreciation  of other
property  and  equipment.   This  is  a  16%  decrease  when  compared  to  1998
depreciation, depletion and amortization expense of $4,325,000. This decrease is
due primarily to the sale of $8.8 million of property in 1998.

      Provision  for Doubtful  Accounts.  The bad debts expense  decreased  from
$244,000 in 1998 to $56,000 in 1999.

      Abandonment of Long-Lived Assets. During 1998, Gulfport abandoned outdated
computer software costs in the amount of $271,000.

                                       21


Capital Expenditures, Capital Resources and Liquidity

      Net cash flow provided by operating activities for the year ended December
31, 2000 was $6.3  million,  as compared to net cash flow  provided by operating
activities of $6.4 million for the comparable period in 1999.

      Net cash  used in  financing  activities  for 2000  was  $1.9  million  as
compared  to net cash  provided  of  $2,870,000  during  1999.  Net cash used in
financing  activities in 2000 included $3.5 million of principle payments to pay
off the ING note and make  principle  payments on the new BOK  facility  and the
proceeds  of  $1,600,000  from the new BOK  facility.  The  1999 net cash  flows
provided by financing activities occurred as a result of the $3,200,000 from the
Stockholder  Credit  Facility  and the net proceeds  from the 1999  Regulation D
Offering.  The 1999 Regulation D Offering after expenses  yielded  $4,971,000 to
Gulfport.  Affiliated  Stockholders  subscribed for 4,040,011 shares in the 1999
Regulation D Offering  through the  forgiveness  of $3.0  million in debt,  thus
netting  $2.0  million  to  Gulfport  for the net  cash  proceeds  from the 1999
Regulation D Offering.  In 1998,  Gulfport  received net funds of $7,363,000 for
the Rights Offering. Affiliated Stockholders exercised 1,200,000 shares of stock
through the  forgiveness  of $3.0 million in debt,  thus netting $4.3 million to
the Company for the net cash proceeds from the 1998 Rights Offering. In addition
to repaying the Affiliated  Stockholders  through  forgiveness of debt, Gulfport
made principal payments of $10.6 million in long-term debt during 1999.

        Capital  Expenditures.  In 2000, Gulfport invested $6,658,000 in oil and
gas properties and other property and equipment as compared to $7,147,000 during
the  comparable  period in 1999.  During  2000,  Gulfport  financed  its capital
expenditures  with cash flow provided by  operations  and  borrowings  under the
Company's credit facilities.

        Gulfport's  strategy is to continue to increase cash flows  generated by
its properties by undertaking new drilling, workover, sidetrack and recompletion
projects  in the fields to exploit  its  extensive  reserves.  The  Company  has
upgraded its  infrastructure  by enhancing  its existing  facilities to increase
operating  efficiencies,  increase  volume  capacities and lower lease operating
expenses.  Additionally,  Gulfport has  undertaken  the  reprocessing  of its 3D
seismic data in its principal  property,  West Cote Blanche Bay. The reprocessed
data will enable the  Company's  geophysicists  to generate  new  prospects  and
enhance existing  prospects in the intermediate zones in the field thus creating
a portfolio of new drilling  opportunities  in the most  prolific  depths of the
field.

        Capital Resources.  On July 11, 1997 Gulfport entered into a $15,000,000
credit facility with ING (U.S.) Capital Corporation ("ING") 1998 and 1999, there
were two  amendments to the facility and the maturity date was reset to June 30,
2000. On June 28, 2000,  the Company  repaid in full its credit  facility at ING
and established a new credit facility at Bank of Oklahoma ("BOK").  Gulfport was
advanced $1.6 million on this new facility, which calls for interest payments to
be made monthly in addition to twelve  monthly  principal  payments of $100,000,
with the  remaining  unpaid  balance due on August 31, 2001.  On March 22, 2001,
Gulfport executed a new note with BOK increasing the availability to $1,760,000,
increasing the monthly payments slightly to $110,000  beginning July 1, 2001 and
extending  the  maturity  date to October 1, 2002.  This new note  replaces  the
original BOK note dated June 28, 2000.

        As a result of the completion of the NSA engineering report for the year
ended January 1, 2001, the Company  intends to initiate  discussions  with other
banking  institutions  and  attempt  to put in a place a  longer-term  revolving
credit  facility.  The  Company  cannot  be  sure  however  that  they  will  be
successful.

                                       22


        Liquidity.  The primary capital commitments faced by the Company are the
capital requirements needed to continue developing the Company's proved reserves
and to  continue  meeting  the  required  principal  payments on its term Credit
Facility.

      In  Gulfport's  January 1, 2001  reserve  report,  86% of  Gulfport's  net
reserves were categorized as proved undeveloped. The proved reserves of Gulfport
will  generally  decline as  reserves  are  depleted,  except to the extent that
Gulfport conducts successful  exploration or development  activities or acquires
properties containing proved developed reserves, or both.

        To realize reserves and increase  production,  the Company must continue
its  exploratory  drilling,  undertake other  replacement  activities or utilize
third parties to accomplish those activities. In the year 2001, Gulfport expects
to undertake an intermediate  drilling program.  Gulfport has identified four to
eight wells with depths of  approximately  9,000' that it commenced  drilling in
January 2001. It is anticipated that these reserve development  projects will be
funded  either  through  the use of cash flow from  operations  when  available,
interim bank financing,  a long-term credit facility or by accessing the capital
markets.  The cash flow  generated from these new projects will be reinvested in
the field to complete more capital projects.

Commitments and Contingencies

        Plugging and Abandonment Funds

     In  connection  with the  acquisition  of the remaining 50% interest in the
WCBB properties,  the Company assumed the obligation to contribute approximately
$18,000 per month through March 2004 to a plugging and abandonment trust and the
obligation to plug a minimum of 20 wells per year for 20 years  commencing March
11,1997. Texaco retained a security interest in production from these properties
and the plugging and  abandonment  trust until such time the Company's  plugging
and abandonment obligations to Texaco have been fulfilled. Once the plugging and
abandonment trust is fully funded, the Company can access it for use in plugging
and abandonment charges associated with the property.  The Company ceased making
the  required  monthly  contributions  to the plugging  and  abandonment  escrow
account  from  June  1999 to  September  2000  and is  currently  negotiating  a
settlement  of this issue with  Texaco.  In October  2000,  the Company  started
making its required  monthly  contribution  again.  As of December 31, 2000, the
plugging and abandonment trust totaled $1,739,000. These funds are invested in a
U.S. Treasury Money Market.

        In addition, the Company has letters of credit totaling $200,000 secured
by  certificates  of deposit being held for plugging costs in the East Hackberry
field.  Once  specific  wells are plugged and  abandoned  the  $200,000  will be
returned to the Company.

Texaco Global Settlement

        Pursuant to the terms of a global settlement between Texaco ad the State
of  Louisiana,  which  includes  the State Lease 50 portion of  Gulfport's  East
Hackberry Field and Gulfport's WCBB (State Lease 340),  Gulfport is obligated to
conduct developmental  operations on certain designated non-producing acreage in
each field  annually.  If Gulfport  does not conduct the required  developmental
operations,  the state of Louisiana  could force  Gulfport to release 20% of the
designated areas. As the date of this filing, Gulfport is in compliance with the
obligations of this settlement.

                                       23


Year 2000 Compliance

     Gulfport  made  all  necessary   investments   in   software   systems  and
applications to ensure it was Year 2000  compliant.  Gulfport did not experience
any difficulties related to the Year 2000 rollover. Any cost associated with the
process of becoming Year 2000 compliant was not material.

Subsequent Events

     In March 2001,  a  company  that  shares  common  ownership  with  Gulfport
acquired a majority  of the oil and natural gas  properties  of a  mid-continent
exploration and production company. Subsequent to the acquisition, Gulfport will
begin  providing  administrative  services to effectively  manage the day-to-day
operations  of this  acquisition  and in turn  will  receive  an  administrative
service fee for such services.


Item 8.  Financial Statements and Supplementary Data

     The  information  required  by this  item appears on pages F-1 through F-22
following the signature pages of this Report.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure.

     None


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

     The officers and directors of Gulfport are as follows:

               Name                 Age   Position
               ----                ---    -------
               Mike Liddell         47    Chairman of the Board, Chief Executive
                                           Officer, President and Director
               Michael G. Moore     44    Vice President and
                                           Chief Financial Officer
               Lisa Holbrook        30    Vice President, General Counsel and
                                           Secretary
              *Robert E. Brooks     54    Director
              *David L. Houston     48    Director
              *Mickey Liddell       39    Director
               Dan Noles            53    Director

*Members of Gulfport's Audit Committee.


        Mike  Liddell has served as a director of Gulfport  since July 11, 1997,
as Chief  Executive  Officer  since  April 28, 1998 and as Chairman of the Board
since July 28, 1998.  Mr. Liddell has served as President of Gulfport since July
2000.  In addition, Mr. Liddell served as  Chief Executive  Officer of  DLB from
October 1994 to April 28, 1998, and as a director of DLB from 1991 through April
1998.  From 1991 to 1994,  Mr.  Liddell was President of DLB. From 1979 to 1991,
he was President and Chief Executive  Officer of DLB Energy.  He received a B.S.
degree in education from Oklahoma State University.  He is the brother of Mickey
Liddell and brother in law of Dan Noles.

                                       24



        Michael G. Moore  has  served  as  Vice  President  and Chief  Financial
Officer since July 2000.  From  May 1998 through  July 2000, Mr. Moore served as
Vice President and Chief Financial Officer of Indian Oil Company. From September
1995  through May 1998,  Mr. Moore served as Controller  of DLB Oil & Gas,  Inc.
Prior to that,  Mr. Moore served as Controller  of LEDCO, Inc., a Houston  based
gas  marketing  company.  Mr. Moore  received  his B.B.A degree  in finance from
the University of Central Oklahoma in 1982 and in 1987 also completed his M.B.A.
from the University of Central Oklahoma.

        Lisa Holbrook has  served as  Vice  President and  Secretary of Gulfport
since  November 5, 1999,  and as  General  Counsel  since  April 28,  1998.   In
addition,  Ms. Holbrook served as Assistant  General  Counsel of DLB until April
1998. Ms.  Holbrook  received  a B.A.  in  political science  from  Southwestern
Oklahoma  State University.   In  1996,  Ms.  Holbrook received  her  J.D.  from
Oklahoma  City   University   Law   School  where  she  graduated  with  highest
distinction.

        Robert E.  Brooks has served as a director  of  Gulfport  since July 11,
1997.  Mr.  Brooks is currently a partner with Brooks  Greenblatt,  a commercial
finance company located in Baton Rouge,  Louisiana that was formed by Mr. Brooks
in July 1997.  Mr. Brooks is a Certified  Public  Accountant and was Senior Vice
President in charge of Asset Finance and Managed Assets for Bank One,  Louisiana
between 1993 and July 1997. He received his B.S.  degree from Purdue  University
in mechanical  engineering in 1969. He obtained  graduate degrees in finance and
accounting  from the Graduate School of Business at the University of Chicago in
1974.

        David  Houston  has served as a director  of  Gulfport  since July 1998.
Since 1991, Mr.  Houston has been the principal of Houston & Associates,  a firm
that offers life and disability  insurance,  compensation and benefits plans and
estate planning.  Prior to 1991, he was President and Chief Executive Officer of
Equity Bank for Savings,  F.A., a $600 million,  Oklahoma-based savings bank. He
currently serves on the board of directors and executive  committee of Deaconess
Hospital, Oklahoma City, Oklahoma, and is the former chair of the Oklahoma State
Ethics Commission and the Oklahoma League of Savings Institutions. He received a
Bachelor of Science  degree in business from  Oklahoma  State  University  and a
graduate degree in banking from Louisiana State University.

        Mickey  Liddell has served as a director of Gulfport since January 1999.
Mr. Liddell is currently the President of Banner  Entertainment,  Inc., a motion
picture  production  company  in Los  Angeles,  California.  Prior to 1994,  Mr.
Liddell owned and managed wholesale nutrition product stores in Los Angeles. Mr.
Liddell  received  a  Bachelor  of Arts  from  the  University  of  Oklahoma  in
Communications in 1984 and a graduate degree from Parson School of Design in New
York, New York in 1987. He is the brother of Mike Liddell and the brother in law
of Dan Noles.

        Dan Noles was appointed  to the Board of  Directors  in January of 2000.
Mr. Noles has served as the president of Atoka Management  Company,  an oilfield
equipment  company,  since  1993.  Mr.  Noles  received his  Bachelor  degree in
Finance from the  University  of Oklahoma in 1970.  Mr. Noles is the brother-in-
law to Mike Liddell and Mickey Liddell.

                                       25



Item 11. Executive Compensation

        The following table provides summary information concerning compensation
paid or accrued during the three fiscal years  December 31, 2000,  1999 and 1998
to the  Company's  Chief  Executive  Officer  and each of the four  most  highly
compensated executive officers of Gulfport, determined as of the end of the last
fiscal year, whose annual compensation exceeded $100,000.



                                                        Long Term
Name and Principal              Annual                Compensation    All Other
    Position                Year    Compensation (1)                 (2) Awards
   Compensation
-------------------------------------------------------------------------------
                            Salary     Bonus
                            ----------------
                                                           
Mike Liddell          2000  $200,000  $16,667            (4)              ---
Chief Executive       1999  $200,000  $ 4,166            (3)              ---
Officer (5)           1998  $133,333      ---                             ---

Mark Liddell          2000  $    ---      ---                             ---
President (6)         1999  $200,000  $ 4,166            (3)              ---
                      1998  $133,333      ---                             ---

Raymond P. Landry     2000  $    ---      ---                             ---
Executive Vice-       1999  $    ---      ---                             ---
President             1998  $156,000      ---                             ---

----------------


(1) Amounts shown include cash and non-cash  compensation earned and received by
the named executives as well as amounts earned but deferred at their election.

(2) Gulfport provides various  perquisites to certain  employees,  including the
named executives.  In each case, the aggregate value of the perquisite  provided
to the named  executives  did not exceed 10% of such  named  executive's  annual
salary and bonus.

(3) Mike Liddell and Mark Liddell each  received  stock options  exercisable  at
$2.00 per share for 253,635  shares.  These options had no readily  determinable
market value at the date of issuance. Mark Liddell's options were surrendered to
Gulfport upon his death at December 24, 1999.

(4) Mike  Liddell  received  stock  options  exercisable  at $2.00 per share for
203,635 shares.  These options had no readily  determinable  market value at the
date of issue.

(5) Mr. Mike Liddell became the Chief Executive Officer of Gulfport on April 28,
1998. From April 28, 1998 until June 1999 Mr.  Liddell's  services were provided
pursuant to the Administrative  Services Agreement.  The Administrative Services
Agreement was terminated in June 1999 and all services previously rendered there
under were transferred to Gulfport.  The compensation shown represents  $100,000
paid under the  Administrative  Services  Agreement  from January 1999 until May
1999 and $100,000 paid  directly  from  Gulfport  from June 1999 until  December
1999. See "Certain Transactions".

(6) Mr. Mark Liddell  became the  President of Gulfport on April 28, 1998.  From
April 28, 1998 until June 1999 Mr. Liddell's  services were provided pursuant to
the Administrative Services Agreement. The Administrative Services Agreement was
terminated in June 1999 and all services  previously  rendered  there under were
transferred to Gulfport.  The compensation shown represents  $100,000 paid under
the  Administrative  Services  Agreement  and $100,000  paid  directly  from the
Company from June 1999 until December 1999. See "Certain Transactions".

                                       26


        Stock Options Granted

        On June 1, 1999, Mike Liddell,  Chief Executive  Officer and Chairman of
the Board,  received a grant of options for 2.5% of the issued  shares of Common
Stock at an exercise price of $2.00 per share.  The options shall be exercisable
and vest as to 35% of the  shares  on June 1,  2000,  an  additional  35% of the
shares  will  become  exercisable  and vest on June 1, 2001,  and the  remaining
shares will become  exercisable  and vest on June 1, 2002.  On January 17, 2000,
Mr.Liddell  was  granted  an  additional  203,635  giving him a total of 457,270
options at the date of this filing.

        On June 1, 1999,  Mark Liddell,  President,  received a grant of options
for 2.5% of the outstanding shares of Common Stock at an exercise price of $2.00
per share.  The options were scheduled to be  exercisable  and vest as to 35% of
the  shares  on June 1,  2000,  an  additional  35% of the  shares  will  become
exercisable  and vest on June 1, 2001,  and the  remaining  shares  will  become
exercisable  and vest on June 1, 2002. On December 24, 1999,  Mr.  Liddell died.
Pursuant  to the  terms of Mr.  Liddell's  Stock  Option  Agreement,  all of his
options were surrendered to Gulfport.

        On January 17, 2000 and July 15, 2000,  respectively,  Lisa Holbrook and
Mike Moore  each  received  10,000  options.  The  options  vest in three  equal
installments and are exercisable at $2.00 a share.

        The Option  Agreements  for Mike  Liddell,  Lisa Holbrook and Mike Moore
provide  that if the  Company at any time  increases  the number of  outstanding
shares of the Company or alters the capitalization of Gulfport in any other way,
the stock options shall be adjusted to reflect such changes.

        The following table sets forth information concerning the grant of stock
options during 2000 to the named executives.




                     2000
                     ----
               Individual Grants                                      Potential Realizable
               -----------------
               Number of Securities                                  Value Assumed Annual
               Underlying Options             Market               Rates at of Stock Price
                    Granted        Exercise   Price                Appreciation for Option
                                     Price     Date   Expiration       Terms (1)
Name                 2000           ($/SH)   of Grant   Date             5%($)       10%($)
-------------------------------------------------------------------------------------------------

                                                              
Mike Liddell      203,635      77%     $2.00   $0.000   01/17/10       $296,379   $751,083
Lisa Holbrook      10,000      04%     $2.00   $2.375   01/17/10       $ 12,578   $ 31,875
Mike Moore         10,000      04%     $2.00   $4.250   07/15/10       $ 12,578   $ 31,975


(1) The assumed  annual  rates of increase  are based on an annually  compounded
increase of the exercise price through a presumed ten-year option term.

        Stock Option Holdings

        The following table sets forth the number of unexercised options held by
named  executives as of December 31, 2000. No options were  exercised in 1997 or
1998.

                                       27






                                                     Value of Unexercised
                          Number of Unexercised      In the Money Options
                           Options at FY-End          at Fiscal Year End
                           -----------------          ------------------
Name                Exercisable   Unexercisable    Exercisable   Unexercisable
-------------------------------------------------------------------------------
                              
Mike Liddell(1)       88,772        368,498
Lisa Holbrook(1)        ---          10,000
Mike Moore(1)           ---          10,000


(1)     These options are exercisable at $2.00 per share.


        Director Compensation

        Up to the Effective Date, each director who was not a salaried  employee
of Gulfport  received  $500 for his  attendance  at each meeting of the Board of
Directors and was reimbursed for expenses  incurred in connection with attending
each such meeting. Currently, each outside director receives compensation in the
amount of $1,000 per month,  $500 for attendance at each meeting of the Board of
Directors and  reimbursement  for expenses incurred in connection with attending
such meetings.

        Employment Agreements

        On June  1,  1999,  the  Company  entered  into a  five-year  employment
agreement with Mike Liddell,  Chief Executive Officer and Chairman of the Board.
The employment agreement provides for a salary of $200,000 per year.

        Compensation Committee Interlocks and Insider Trading

        The   Compensation   Committee  of  the  Company  is  comprised  of  all
non-employee  directors of Gulfport,  which include Robert Brooks, David Houston
and Mickey  Liddell.  Mickey  Liddell is the President of Banner  Entertainment,
LLC. Mike Liddell is a member of Banner Entertainment, LLC and assists in making
compensation  decisions for Mickey Liddell. Prior to his death in December 1999,
Mark Liddell was also a member of the compensation committee.  Other than herein
disclosed, no member of the Committee is a former or current officer or employee
of the  Company  and no  employee  of the  Company  serves or has  served on the
compensation  committee  (or  board of  directors  of a  corporation  lacking  a
compensation committee) of a corporation employing a member of this Committee.

                                       28



Item 12.  Security Ownership of Certain Beneficial Owners and Management





Name and Address of Beneficial Owner(1)                   Beneficial Ownership
-------------------------------------------------------------------------------
                                                         Shares    Percentage(2)
                                                         ----------------------
                                                               
Mike Liddell(3)                                             917,179      9.04%
6307 Waterford Blvd., Suite 100
Oklahoma City, OK  73118

Charles E. Davidson(4)(5)                                 6,154,855     60.66%
411 West Putnam Avenue
Greenwich, CT  06830

Peter M. Faulkner(6)                                        777,384      7.66%
767 Third Avenue, Fifth Floor
New York, New York 10017

Lisa Holbrook                                                 *             *
6307 Waterford Blvd., Suite 100
Oklahoma City, OK  73118

Michael G. Moore                                              *             *
6307 Waterford Blvd., Suite 100
Oklahoma City, OK  73118

Robert Brooks                                                 *             *
343 3rd Street
Suite 205
Baton Rouge, LA  70801

David Houston                                                 *             *
1120 N.W. 63rd
Suite 360
Oklahoma City, OK  73116

Mickey Liddell                                                *             *
8265 Sunset Blvd.
Suite 200
Los Angeles, CA  90046

All directors and executive officers as a group          __________    _______
(10 individuals)                                           1,143,052     9.04%
--------------------


*       Less than one percent.

(1)     Unless otherwise  indicated,  each person or group has sole voting power
        with respect to all listed shares.

(2)     Each listed person's percentage ownership is determined by assuming that
        options, warrants and other convertible securities that are held by such
        Person and that are  exercisable or  convertible  within sixty (60) days
        have been exercised.

                                       29


(3)     Includes  shares of Common Stock held of record by Liddell  Investments,
        L.L.C. Mr. Liddell is the sole member of Liddell Investments, L.L.C.

(4)     Includes  3,574,722 shares of Common Stock held of record by CD Holding,
        L.L.C.  and  784,273  shares  of  Common  Stock  held  in an IRA for Mr.
        Davidson. Mr. Davidson is the sole member of CD Holding, L.L.C. does not
        include  1,795,860  shares of Common Stock held by the Wexford  Entities
        (as defined below).  Mr. Davidson is the Chairman and controlling member
        of  Wexford  Management,   L.L.C.  Mr.  Davidson  disclaims   beneficial
        ownership  of  the  1,795,860  shares  owned  by the  Wexford  Entities.
        However, Mr. Davidson controls 61% of the issued stock of Gulfport. As a
        result,  Mr.  Davidson is able to influence  significantly  and possibly
        control matters  requiring  approval of the  shareholders  including the
        election of directors.

(5)     Includes  1,795,860  shares of  Common  Stock  owned  by  the  following
        investment  funds (the "Wexford  Entities")  that  are  affiliated  with
        Wexford  Management:  Wexford Special  Situations  1996, L.P.;   Wexford
        Special Situations 1996 Institutional, L.P.; Wexford  Special Situations
        1996,   Limited;  Wexford-Euris Special  Situations 1996, L.P.;  Wexford
        Spectrum Investors,  L.L.C.;  Wexford Capital Partners II, L.P.; Wexford
        Overseas Partners I, L.P.

(6)     Includes shares of Common Stock owned by the following investment funds:
        PMF Partners,  L.L.C.,  Rumpere Capital, L.P., and Rumpere Capital Fund,
        Ltd.


Item 13.  Certain Relationships and Related Transactions

        In March 2001,  a company that shares  common  ownership  with  Gulfport
acquired a majority  of the oil and natural gas  properties  of a  mid-continent
exploration and production company. Subsequent to the acquisition, Gulfport will
begin  providing  administrative  services to effectively  manage the day-to-day
operations  of this  acquisition  and in turn  will  receive  an  administrative
service fee for such services.


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)     1.  Financial Statements. The following Financial Statements of the
        Company, the Notes thereto, and the reports thereon are filed under
        Item 8 of this Report.

   Independent Auditors Report..............................................F-2

   Balance Sheets, December 31, 2000 and 1999...............................F-3

   Statements of Operations, Years Ended December 31, 2000, 1999 and 1998...F-4

   Statements of Stockholders' Equity, Years Ended December 31, 2000,
        1999 and 1998.......................................................F-5

   Statements of Cash Flows, Years Ended December 31, 2000, 1999 and 1998...F-6

   Notes to Financial Statements............................................F-7

                                       30


        2. Financial Statement Schedules. All financial statement schedules have
        been omitted,  as the required  information  is  inapplicable  or is not
        present in amounts  sufficient to require  submission of the schedule or
        the  information  is presented in the  Financial  Statements  or related
        notes.

3.      Exhibits.

          10.1    Credit Agreement  Dated June 28, 2000  between  Registrant and
                  Bank of Oklahoma

          10.2    Stock Option Plan

  (b).  Reports on Form 8-K

        June 30, 2000 - Disclosure of bank debt reduction and hiring of new CFO

                                       31




                                           SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange Act of 1934 as amended,  the  Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

Date:   March _____, 2001.



                                            GULFPORT ENERGY CORPORATION


                                        By:/s/Mike Liddell
                                           ------------------------------------
                                           Mike Liddell, Chief Executive Officer


Pursuant to the  requirements  of the  Securities  and  Exchange  Act of 1934 as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacity and on the date indicated.



Date:   March ____, 2001                By:/s/Mike Liddell
                                          -------------------------------------
                                          Mike Liddell, Chief Executive  Officer
                                          And Director


Date:   March ____, 2001                By:/s/Robert Brooks
                                           ------------------------------------
                                           Robert Brooks, Director


Date:   March ____, 2001                By:/s/David L. Houston
                                           ------------------------------------
                                           David L. Houston, Director


Date:   March ____, 2001                 By:/s/Mickey Liddell
                                            -----------------------------------
                                            Mickey Liddell, Director


Date:   March _____, 2001                By:/s/Dan Noles
                                            -----------------------------------
                                            Dan Noles, Director


Date:   March _____, 2001                By:/s/Michael G. Moore
                                            -----------------------------------
                                            Michael G. Moore, Vice President and
                                            Chief Financial Officer


                                       32


                                  EXHIBIT INDEX


10.1   Credit Agreement Dated June 28, 2000 between Registrant and
          Bank Of Oklahoma

10.2   Stock Option Plan

                                       33


Item 8.  Financial Statements and Supplementary Data


                          INDEX TO FINANCIAL STATEMENTS


                                                                          Page
                                                                          ----

Independent Auditors' Report                                               F-2

Balance Sheets, December 31, 2000 and 1999                                 F-3

Statements of Operations, Years Ended December 31, 2000,
  1999 and 1998                                                            F-4

Statements of Shareholders' Equity, Years Ended December
  31, 2000 and 1999                                                        F-5

Statements of Cash Flows, Years Ended December 31, 2000, 1999
  and 1998                                                                 F-6

Notes to Financial Statements                                              F-7


All financial statement  schedules are omitted,  as the required  information is
inapplicable  or the  information  is presented in the  financial  statements or
related notes.

                                      F-1




                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and
Shareholders of Gulfport Energy Corporation:

     We  have  audited  the  accompanying  balance  sheets  of  Gulfport  Energy
Corporation  (a  Delaware   corporation)   (formerly  WRT  Energy   Corporation)
(the"Company")  as of December 31, 2000 and 1999, and the related  statements of
operations,  shareholders'  equity,  and cash flows for the years ended December
31, 2000, 1999 and 1998. These financial  statements are the  responsibility  of
Gulfport's  management.  Our  responsibility  is to  express an opinion on these
financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards in the United States of America.  Those standards require that we plan
and  perform  the  audits 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 financial position of Gulfport Energy Corporation
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years ended December 31, 2000,  1999 and 1998, in conformity  with
generally accepted accounting principles in the United States of America.




                                HOGAN & SLOVACEK





Oklahoma City, OK
March 27, 2001

                                      F-2


                           GULFPORT ENERGY CORPORATION

                                 BALANCE SHEETS
--------------------------------------------------------------------------------



                                                           December 31,
                                                   ----------------------------
                                                     2000              1999
                                                   -----------     ------------
                              Assets

                                                              
Current assets:
 Cash and cash equivalents                        $ 3,657,000       $ 5,664,000
 Accounts receivable, net of allowance for
  doubtful accounts of $244,000 for 2000 and 1999   3,608,000         2,055,000
 Prepaid expenses and other current assets            171,000           120,000
                                                   ----------       -----------
  Total current assets                              7,436,000         7,839,000
                                                   ----------       -----------
Property and equipment:
 Oil and natural gas properties                    90,640,000        84,135,000
 Other property and equipment                       1,919,000         1,866,000
 Accumulated depletion, depreciation,
  amortization and impairment reserve             (65,867,000)      (62,532,000)
                                                  -----------       -----------
  Property and equipment, net                      26,692,000        23,469,000
                                                  -----------       -----------
 Other assets                                       2,050,000         2,176,000
                                                  -----------       -----------
                                                  $36,178,000       $33,484,000
                                                  ===========       ===========


                      Liabilities and Stockholders' Equity

Current liabilities:

 Accounts payable and accrued liabilities         $ 6,426,000       $ 6,296,000
 Current maturities of long-term debt                 878,000         2,895,000
                                                  -----------       -----------
  Total current liabilities                         7,304,000         9,191,000
                                                  -----------       -----------
Long-term debt                                        301,000           179,000
                                                  -----------       -----------
  Total liabilities                                 7,605,000         9,370,000
                                                  -----------       -----------
Commitments and contingencies                              -                 -

Stockholders' equity (deficit):
 Preferred stock - $.01 par value, 1,000,000
  authorized, non issued                                   -                 -
 Common stock - $.01 par value, 15,000,000
  authorized,  10,145,400 issued and outstanding
  at December 31, 2000 and 1999                       101,000           101,000
 Paid-in capital                                   84,190,000        84,190,000
 Accumulated deficit                              (55,718,000)      (60,177,000)
                                                  -----------       -----------
    Total stockholders' equity                     28,573,000        24,114,000
                                                  -----------       -----------
    Total liabilities and stockholders' equity    $36,178,000       $33,484,000
                                                  ===========       ===========


                 See accompanying notes to financial statements.


                                      F-3



                           GULFPORT ENERGY CORPORATION

                            STATEMENTS OF OPERATIONS




                                                            Year ended December 31,
                                                ---------------------------------------------
                                                      2000           1999            1998
                                                ------------    -------------    ------------
Revenues:

                                                                         
    Gas sales                                    $   337,000      $   303,000     $ 1,346,000
    Oil and condensate sales                      15,781,000        9,715,000       6,952,000
    Other income                                     572,000          193,000         546,000
                                                 -----------     ------------     -----------
                                                  16,690,000       10,211,000       8,844,000
                                                 -----------     ------------     -----------
Costs and expenses:
    Operating expenses including production taxes  6,732,000        4,640,000       8,596,000
    Impairment of oil and gas properties                   -                -      50,130,000
    Depreciation, depletion, and amortization      3,351,000        3,615,000       4,325,000
    General and administrative                     1,552,000        1,667,000       2,849,000
    Interest                                         596,000          934,000       1,534,000
    Provision for doubtful accounts                        -           56,000         244,000
    Impairment of long lived assests                       -                -         271,000
                                                 -----------     ------------     -----------
                                                  12,231,000       10,912,000      67,949,000
                                                 -----------     ------------     -----------
INCOME (LOSS) FROM OPERATIONS BEFORE OTHER
     INCOME (EXPENSE) AND INCOME TAX               4,459,000         (701,000)    (59,105,000)

OTHER INCOME (EXPENSE)
    Proceeds from Litigation Trust                         -        1,342,000               -
                                                 -----------     ------------     ------------
                                                           -        1,342,000               -
                                                 -----------     ------------     ------------
INCOME (LOSS) BEFORE INCOME TAXES                  4,459,000          641,000     (59,105,000)

INCOME TAX EXPENSE (BENEFIT):
    Current                                        1,784,000          255,000               -
    Deferred                                      (1,784,000)        (255,000)              -
                                                 -----------     ------------     ------------
                                                           -                -               -
                                                 -----------     ------------     ------------
NET INCOME (LOSS)                               $  4,459,000     $    641,000    $(59,105,000)
                                                 ===========     ============     ============

NET INCOME (LOSS) PER COMMON SHARE:
    Basic                                       $       0.44     $       0.13    $     (72.35)
                                                 ===========     ============     ============
    Diluted                                     $       0.43     $       0.13    $     (72.35)
                                                 ===========     ============     ============


                 See accompanying notes to financial statements.
                                      F-4



                           GULFPORT ENERGY CORPORATION
                  Statements of Stockholders' Equity (Deficit)





                                                                          Additional

                                        Preferred       Common Stock        Paid-in    Accumulated  Treasury
                                                   ----------------------
                                          Stock       Shares     Amount     Capital      Deficit     Stock
                                         --------  ----------  ----------  ----------  -----------   ------
                                                                                    
Balance at December 31, 1998               $    -   3,445,400  $1,723,000  $77,598,000 (60,818,000)     -
 Change in par value of common stock            -           -  (1,689,000)   1,689,000           -      -
                                          -------  ----------  ----------  -----------  -----------   -----
Balance as restated, December 31, 1998          -   3,445,400      34,000   79,287,000 (60,818,000)     -
 Regulation D offering                          -   6,700,000      67,000    4,903,000           -      -
                                          -------  ----------  ----------  -----------  -----------   -----
 Net income                                     -           -           -            -     641,000      -
                                          -------  ----------  ----------  -----------  -----------   -----
Balance at December 31, 1999                    -  10,145,400     101,000   84,190,000 (60,177,000)
 Net income                                     -           -           -            -   4,459,000      -
                                          -------  ----------  ----------  -----------  -----------   -----
Balance at December 31, 2000               $    -  10,145,400  $  101,000  $84,190,000 $(55,718,000)  $ -
                                          =======  ==========  ==========  ===========  ===========   =====



                 See accompanying notes to financial statements.

                                      F-5


                                 GULFPORT ENERGY
                            Statements of Cash Flows




                                                                 Year ended December 31,
                                                         ---------------------------------------
                                                             2000          1999         1998
                                                         -----------    ----------  ------------
                                                                            
Cash flows from operating activities:
 Net income (loss)                                        $4,459,000    $  641,000  $(59,105,000)
 Adjustments to reconcile net income (loss) to
    net cash provided by (used in) operating activities:
   Impairment of oil and gas properties                            -             -    50,130,000
   Depletion, depreciation and amortization                3,335,000     3,615,000     4,519,000
   Provision for doubtful accounts receivable                      -        56,000       244,000
   Impairment of long-lived assets                                 -             -       271,000
   Amortization of debt issuance costs                        16,000       108,000             -
 Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable             (1,553,000)     (455,000)    2,464,000
   (Increase) decrease in prepaid expenses                   (51,000)      (10,000)       82,000
   (Increase) decrease in accounts payable
    and accrued liabilities                                  130,000     2,406,000    (2,456,000)
                                                         ------------    ---------    -----------
Net cash provided by (used in) operating activities        6,336,000     6,361,000    (3,851,000)
                                                         ------------    ---------    -----------
Cash flows from investing activities:
 Additions to cash held in escrow                            (55,000)      (92,000)     (280,000)
 Redemption of Certificates of Deposit                       200,000             -             -
 Capital expenditures                                     (6,658,000)   (7,147,000)   (1,330,000)
 Proceeds from sale of oil and gas properties                100,000        47,000     8,966,000
 Proceeds from sale of equipment                                   -         5,000        49,000
 Increase (decrease) in other assets                         (19,000)      (94,000)      114,000
                                                         ------------    ---------    -----------
Net cash used in investing activities                     (6,432,000)   (7,281,000)    7,519,000
                                                         ============    =========    ===========
Cash flows from financing activities:
 Proceeds from sales of common stock                               -     4,971,000      7,328,000
 Proceeds from borrowings                                  1,600,000     3,210,000         35,000
 Principle payments on borrowings                         (3,495,000)   (5,311,000)   (10,580,000)
 Payment of loan origination fees                            (16,000)            -              -
                                                         ------------    ---------    -----------
Net cash (used) provided by financing activities          (1,911,000)    2,870,000     (3,217,000)
                                                         ------------    ---------    -----------
Net increase (decrease) in cash and cash equivalents      (2,007,000)    1,950,000        451,000

Cash and cash equivalents at beginning of period           5,664,000     3,714,000      3,263,000
                                                         ------------    ---------    -----------
Cash and cash equivalents at end of period                $3,657,000    $5,664,000   $  3,714,000
                                                         ============    =========    ===========
Supplemental disclosure of cash flow information:
 Interest payments                                        $  240,000    $  476,000   $  1,334,000




                 See accompanying notes to financial statements.

                                      F-6




                           GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998


1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

        Gulfport  Energy  Corporation  (the  "Company"),  formerly  known as WRT
Energy Corporation  ("WRT"), is a domestic independent energy company engaged in
the  exploration,  development and production of crude oil and gas. On March 30,
1998,  the  Company  changed  its name from WRT Energy  Corporation  to Gulfport
Energy Corporation.

Cash and Cash Equivalents

        The Company  considers  all highly liquid  investments  with an original
maturity  of three  months or less to be cash  equivalents  for  purposes of the
statement of cash flows.

Oil and Gas Properties

        The  Company  uses the Full Cost  method of  accounting  for oil and gas
operations.  Accordingly,  all costs, including  nonproductive costs and certain
general and  administrative  costs associated with acquisition,  exploration and
development of oil and gas properties,  are capitalized.  Net capitalized  costs
are limited to the estimated future net revenues, after income taxes, discounted
at 10% per year, from proven oil and gas reserves and the cost of the properties
not subject to  amortization.  Such capitalized  costs,  including the estimated
future  development costs and site remediation costs, if any, are depleted by an
equivalent units-of-production method, converting gas to barrels at the ratio of
six MCF of gas to one  barrel  of oil.  No gain or loss is  recognized  upon the
disposal of oil and gas properties, unless such dispositions significantly alter
the relationship between capitalized costs and proven oil and gas reserves.  Oil
and  gas  properties  not  subject  to  amortization  consist  of  the  cost  of
undeveloped leaseholds.  These costs are reviewed periodically by management for
impairment,  with the impairment  provision  included in the cost of oil and gas
properties  subject to  amortization.  Factors  considered  by management in its
impairment  assessment include drilling results by Gulfport and other operators,
the terms of oil and gas leases not held by production,  and available funds for
exploration and development.

Other Property and Equipment

        Depreciation  of other property and equipment is provided on a straight-
line basis over estimated  useful lives of the related assets,  which range from
seven to 30 years.

Net Income (Loss) per Common Share

        Basic net income (loss) per common share is computed by dividing  income
(loss)  attributable  to common stock by the weighted  average  number of common
shares outstanding for the period.  Diluted net income per common share reflects
the potential  dilution that could occur if options or other  contracts to issue
common stock were exercised or converted into common stock. Diluted net loss per
common share does not reflect dilution from potential common shares,  because to
do so would be  anti-dilutive.  Calculations  of basic and  diluted  net  income
(loss) per common share are illustrated in Note 9.

                                      F-7

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

Income Taxes

        Gulfport  uses the asset and liability  method of accounting  for income
taxes,  under which,  deferred tax assets and liabilities are recognized for the
future tax  consequences  of (1)  temporary  differences  between the  financial
statement  carrying amounts and the tax bases of existing assets and liabilities
and (2) operating loss and tax credit carryforwards.  Deferred income tax assets
and liabilities  are based on enacted tax rates  applicable to the future period
when those temporary  differences  are expected to be recovered or settled.  The
effect  of a change in tax rates on  deferred  tax  assets  and  liabilities  is
recognized in income during the period the rate change is enacted.  Deferred tax
assets  are  recognized  as  income  in the  year in which  realization  becomes
determinable.

Revenue Recognition

        Gas revenues are recorded in the month  produced  using the  entitlement
method,  whereby any  production  volumes  received  in excess of the  Company's
ownership  percentage in the property are recorded as a liability.  If less than
Gulfport's  entitlement  is  received,  the  underproduction  is  recorded  as a
receivable. There is no such liability or asset recorded at December 31, 2000 or
December 31, 1999. Oil revenues are recognized in the month produced.

Use of Estimates

        The  preparation  of financial  statements in conformity  with generally
accepted accounting principles requires management to make estimates,  judgments
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the  financial  statements  and  revenues  and  expenses  during the
reporting  period.  Actual results could differ materially from those estimates.
Significant  estimates  with regard to these  financial  statements  include the
estimate of proved oil and gas reserve  quantities and the related present value
of estimated future net cash flows there from.

Commitments and Contingencies

        Liabilities  for loss  contingencies  arising from claims,  assessments,
litigation  or other  sources are recorded  when it is probable that a liability
has been incurred and the amount can be reasonably estimated.


                                       F-8


                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMETNS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED


2.      PROVISION FOR ALLOWANCE FOR DOUBTFUL ACCOUNTS

        A summary of the activity in the allowance for doubtful accounts for the
years ended December 31, 2000 and 1999 is as follows:



                                                2000                 1999
                                           ------------         --------------
                                                          
Balance, beginning of the year             $    244,000         $  4,607,000
Provision for bad debts                               -                56,000
Bad debts written off                                 -            (4,419,000)
                                           ------------         --------------
Balance, end of year                       $    244,000         $    244,000
                                           ============         ==============



        No charges to bad debt expense were made during the year ended  December
31, 2000. During the years ended December 31, 1999 and 1998, the Company charged
$56,000 and $244,000, respectively, to bad debt expense.

        The 1999 bad debt expense related to receivables on properties no longer
owned by Gulfport.

3.      PROPERTY AND EQUIPMENT

        The major  categories of property and equipment and related  accumulated
depreciation, depletion and amortization as of December 31 are as follows:



                                                       2000             1999
                                                  ------------      ------------

                                                              
Oil and gas properties                            $ 90,640,000      $84,135,000
Office furniture and fixtures                        1,442,000        1,389,000
Building                                               217,000          217,000
Land                                                   260,000          260,000
                                                  ------------      ------------
Total property and equipment                      $ 92,559,000      $86,001,000

Accumulated depreciation, depletion,
amortization and impairment reserve                (65,867,000)     (62,532,000)
                                                  ------------      ------------

Property and equipment, net                       $ 26,692,000      $23,469,000
                                                  ============      ============


                                      F-9

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

        Included in oil and gas  properties  at December 31, 2000 and 1999,  are
$801,000  and  $413,000,  respectively,  in  general  and  administrative  costs
incurred and capitalized to the full cost pool. General and administrative costs
capitalized  to the full  cost  pool are  those  incurred  directly  related  to
exploration  and  development  activities  such as  geological  costs  and other
administrative  costs associated with overseeing the exploration and development
activities.  All general and administrative  costs not directly  associated with
exploration  and  development  activities  were  charged to expense as they were
incurred.  During 1998, no general and administrative  costs were capitalized to
the full cost pool.

        During 1998, the Company  recorded a loss  impairment on its oil and gas
properties  of  $50,130,000.  At  December  31,  2000 and  1999,  due  mainly to
increases  in  prevailing  sales  prices  and to the  write  down of  properties
recorded  during  1998,  the 10%  discounted  future  cash flow from oil and gas
properties, as computed by the Company, well exceeded carrying value. Therefore,
no loss impairments  related to oil and gas properties were recorded during 2000
or 1999.

        During 1998,  $5,097,000 of undeveloped  leasehold cost,  previously not
considered to be subject to amortization,  was determined to be impaired and was
included in the cost of oil and gas properties  subject to amortization,  and in
the $50,130,000 impairment of oil and gas properties. The Company had no oil and
gas properties not subject to  amortization at December 31, 2000 or December 31,
1999.

        During  2000,  the  Company  sold  equipment  related  to  oil  and  gas
properties  totaling  $100,000.  During  1998,  the  Company  sold  oil  and gas
properties  totaling  $8,800,000.  The sale of these properties was treated as a
reduction  to the  full  cost  pool.  Additionally,  during  1998,  the  Company
abandoned $271,000 in software costs.


4.      OTHER ASSETS

        Other assets as of December 31 consist of the following:




                                                 2000                  1999
                                                 ----                  ----

                                                            
Plugging and abandonment escrow account
    on the WCBB properties                 $  1,739,000           $ 1,610,000
Prepaid loan fees, net of amortization              -                  34,000
CD's securing Letter of credit                  200,000               400,000
Deposits                                        111,000               132,000
                                           ------------           -----------
                                           $  2,050,000           $ 2,176,000
                                           ============           ===========


                                      F-10


                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED
5.      SETTLEMENT OF CLAIMS

        In  accordance  with a  reorganization  that  took  place  during  1997,
Gulfport has accrued certain tax claims,  which are included in the accompanying
balance sheets as current  liabilities.  These unpaid claims totaled $372,000 at
December 31, 2000 and 1999.


6.      LONG-TERM DEBT
        Long-term debt as of December 31 is as follows:



                                                      2000              1999
                                                  ------------     -------------
                                                             
Note payable to bank, payable in monthly
  payments of $100,000,  including interest at
  the Chase Manhattan Prime rate plus 1% (10.5%
  at December 31, 2000), with final payment of
  outstanding principal and accrued interest
  amounts due August 2001.  The outstanding
  balance at December 31, 2000, was refinanced
  during March, 2001                              $1,000,000        $       -

Credit facility payable to a capital corporation
  calling for interest at either (1) London
  Interbank  Offering Rate ("LIBOR") plus 3%
  or (2) capital corporations' fluctuating
  "reference rate" plus 1.25%, payable
  quarterly, collaterized by substantially all
  Companies assets.  This credit facility payable
  was repaid in full during 2000.                          -         2,879,000

Note payable to bank, payable in monthly
  payments of $2,900, including interest at 9.5%,
  concluding March, 2008, collaterized by
  land and building.                                 179,000           195,000
                                                  ----------        -----------
Total                                              1,179,000         3,074,000

Less - current maturities of long-term debt         (878,000)       (2,895,000)
                                                  ----------        -----------
Debt reflected as long-term                       $  301,000       $   179,000
                                                  ----------        -----------





        Following are the maturities of long-term debt for each of the next five
years:

             2001                                        878,000
             2002                                        160,000
             2003                                         22,000
             2004                                         24,000
             2005                                         26,000
             Thereafter                                   69,000
                                                     ------------
                                                      $1,179,000
                                                     ============

                                      F-11

                          GULFPORT ENREGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

Note Payable Refinancing

        On March 1, 2001,  Gulfport refinanced its $1,000,000 note payable which
was  outstanding at December 31, 2000.  Additional  borrowings were also made at
the time of the refinancing, bringing the total note payable at March 1, 2001 to
$1,760,000.  Under the terms of the new agreement, monthly principal payments of
$110,000 are to be made beginning July 1, 2001,  with the remaining  outstanding
principal  due  October 1, 2002.  The  refinanced  note bears  interest at Chase
Manhattan Prime rate plus 1%.  Principal  payments made after December 31, 2000,
but prior to the  refinancing  totaled  $200,000  and are  included,  along with
monthly  payments to be made from July 1, 2001 to December 31, 2001,  in current
maturities of long -term debt at December 31, 2000.

Building Loan

        In 1996, the Company purchased a building in Lafayette,  Louisiana to be
used as Gulfport's  Louisiana  headquarters.  The building is 12,480 square feet
with  approximately  6,180 square feet of finished  office area and 6,300 square
feet of warehouse  space.  This building allows Gulfport to provide office space
for Louisiana personnel, have access to meeting space close to the fields and to
maintain a corporate presence in Louisiana.

        In  connection  with the purchase of the building,  the Company  entered
into a loan agreement  with MC Bank & Trust  Company.  The original loan balance
was $215,000 and called for monthly  principal  and interest  payments  totaling
$3,000 per month through 2005 with the unpaid balance due at that time.

        During 1998, the Company renegotiated this loan agreement with MC Bank &
Trust  Company.   The  Company  borrowed  an  additional  $35,000  for  building
improvements.  The loan  agreement  calls for  monthly  principal  and  interest
payments of $2,900 per month through March 2008. The loan bears interest at 9.5%
per annum and is collateralized by the land and building.


7.      COMMON STOCK OPTIONS, WARRANTS AND CHANGES IN CAPITALIZATION

Options

        The Company  granted its Chief  Financial  Officer  10,000 stock options
with an  exercise  price of $2.00 per share  and an  effective  date of July 15,
2000. The options vest 35% in July 2001, and 35% in July 2002 with the remaining
shares vesting in 2003. The option  agreement  provides for pro rata adjustments
to the  options  granted  if the  Company  at any time  increases  the number of
outstanding shares or otherwise alters its  capitalization.  The Company did not
recognize any  compensation  expense  related to these  options as fair value at
the grant date approximated the exercise price.

        During January, 2000, the Company's Chief Executive Officer,  employees,
and non-employee directors were granted a total of 313,635 stock options with an
exercise price of $2.00 per share. The options vest 35% in January 2001, and 35%
in January 2002, with the remaining  options vesting in January 2003. The option
agreements provide for pro-rata adjustments to options granted if the Company at
any time  increases  the number of  outstanding  shares or otherwise  alters its
capitalization.

                                      F-12

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED


        On June 1, 1999,  Gulfport's Chief Executive  Officer and President were
each granted stock options for the purchase of 2.5% of the outstanding shares of
Common  Stock at an exercise  price of $2.00 per share.  The options vest 35% on
June 1, 2000,  and 35% on June 1, 2001,  with the remaining  options  vesting on
June 1, 2002. The option agreements provide for pro-rata  adjustments to options
granted if Gulfport at any time  increases the number of  outstanding  shares or
otherwise alters its  capitalization.  Stock options  previously  granted to the
President were surrendered to Gulfport upon his death in December 1999.

        On September 15, 1999, all non-employee  board members were each granted
10,000 options with an exercise price of $2.00.  The options vest 33% on October
1,  1999,  and 33% on October 1, 2000,  with the  remaining  options  vesting on
October 1, 2001.  These options  granted to  non-employee  board members will be
adjusted on a pro-rata basis to reflect any change in the  capitalization of the
Company.

        Options outstanding at December 31, 2000 totaled 609,087. Of this total,
108,769  options  were  exercisable  at December 31,  2000,  with the  remaining
options vesting in future periods.

Warrants

        At  December  31,  2000,  a total of  1,163,195  warrants,  each for the
purchase of one share of Gulfport's common stock, were outstanding. All of these
warrants  were issued  pursuant to a 1997  warrant  agreement,  stemming  from a
reorganization  which  occurred that year.  The warrants will expire on July 11,
2002 and are exercisable at $10 per warrant.

        The related  agreement  contains several  anti-dilutive  provisions that
provide  for  adjustments  to the  terms  of the  warrants  in the  event of any
recapitalization by Gulfport. As a result of Gulfport's  capitalization  changes
as described below, which occurred subsequent to the issuance of these warrants,
each warrant outstanding at December 31, 2000 can purchase .234 shares of common
stock.

Rights Offering

        On November 20, 1998,  Gulfport  completed a $7,500,000 Rights Offering.
Gulfport distributed  4,000,000  nontransferable  rights at an exercise price of
$2.50 per right,  after the effect of the reverse  stock  split,  to  Gulfport's
existing  shareholders.  Each right  entitled the holder thereof to subscribe to
purchase one share of common stock at the exercise price.  Each  shareholder who
exercised in full his basic subscription privilege was entitled to oversubscribe
for  additional   rights.  A  total  of  3,000,000  rights  were  exercised  for
$7,509,000. As of the date of the Rights Offering,  affiliated Shareholders were
owed  $4,600,000  by  the  Company.  In  the  Rights  Offering,  the  Affiliated
Shareholders exercised 1,752,195 rights through the forgiveness of $4,380,000 of
debt. The balance of $220,000 was repaid in cash during 1998.

Reverse Stock Split

        On March 5, 1999,  the Board of Directors  authorized a 50-to-1  reverse
stock split,  thereby  decreasing the number of issued and outstanding shares to
3,445,400,  and  increasing  the par value of each share to $.50.  Subsequent to
this reverse stock split, the par value was reduced to $.01.

                                      F-13

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED


Regulation D Private Placement Offering

        During September 1999,  Gulfport  conducted a private placement of stock
(the  "Regulation D Offering").  In  accordance  with the  provisions of certain
exemptions,  the Regulation D Offering was made only to Accredited  Investors as
defined in Regulation D.

        Gulfport  offered  6,700,000 shares of common stock at an exercise price
of $.75 per share. Each shareholder  exercising his basic subscription privilege
in full  was  entitled  to  oversubscribe  for  additional  shares.  A total  of
6,700,000 shares were subscribed, yielding $5,016,000, net of offering costs. As
of the date of the  Regulation  D Offering,  affiliated  Shareholders  were owed
$3,238,000  by the  Company.  In  the  Regulation  D  Offering,  the  Affiliated
Shareholders  acquired  4,040,011  common  shares  through  the  forgiveness  of
$3,030,000  of this debt,  with the  remaining  balance of $208,000 paid in cash
during 1999.


8.      INCOME TAXES

        A  reconciliation  of the  statutory  federal  income  tax amount to the
recorded expense follows:



                                         2000          1999          1998
                                      ----------    ----------   ------------
                                                         
Income (loss) before

  federal income taxes               $ 4,459,000    $  641,000   $(59,105,000)

Expected income tax (benefit)
  at statutory rate                    1,784,000       255,000    (22,460,000)
Valuation allowance                                         -      22,460,000
Net operating loss carryforward
  utilized                              (341,000)           -               -
Other deferred tax assets utilized    (1,443,000)     (255,000)             -
                                     -----------    -----------  -------------

Income tax expense recorded          $        -     $        -   $          -
                                     ===========    ===========  =============


        The  tax  effects  of  temporary  differences  and  net  operating  loss
carryforwards,  which give rise to  deferred  tax assets at  December  31 are as
follows:

                                      F-14

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED



                                              2000                     1999
                                           -----------            -------------
                                                            
Net operating loss carryforward            $18,231,000            $ 18,572,000
Oil and gas property basis difference       23,089,000              23,089,000
Other                                               -                1,443,000
                                           -----------            -------------
Total Deferred tax asset                    41,320,000              43,104,000
Valuation allowance                        (41,320,000)            (43,104,000)
                                           -----------            -------------
Net deferred tax asset (liability)         $        -             $         -
                                           ===========            =============


        The Company has an available  tax net  operating  loss carry  forward of
approximately  $68,912,000 as of December 31, 2000. This carryforward will begin
to expire in the year 2013.


9.      NET INCOME (LOSS) PER COMMON SHARE

        A  reconciliation  of the  components  of basic and  diluted  net income
(loss) per common share is presented in the table below:




                                            2000                      1999                       1998
                               --------------------------  --------------------------  ----------------------------
                                                      Per                         Per                              Per

                               Income      Shares     Share  Income     Shares    Share     Income      Shares     Share
                               ------      -------    -----  ------    --------   -----     -------     ------     -----
                                                                                      
Basic:
 Income (loss) attributable
   to common stock            $4,459,000  10,145,400  $0.44  $641,000   5,120,255  $0.13  $(59,105,000) 816,986  $(72.35)
                                                      ======                       ======                        ========
Effect of dilutive securities:
  Stock options                      -       259,567                -          -                     -        -
                              ----------   ---------          --------  ---------         ------------  -------
Diluted:
  Income (loss) attributable
   to common stock, after
   assumed dilutions          $4,459,000  10,404,967  $0.43   $641,000  5,120,255  $0.13  $(59,105,000) 816,986  $(72.35)
                              ==========  ==========  =====   ========  =========  =====  ============  =======  ========



        Not  included in the  calculation  of diluted  income  (loss)  above are
1,163,195 warrants issued in 1997.  Also, not included in the calculation of the
1999 diluted  income per share are 253,635 stock options issued to an officer of
Gulfport in June,  1999 and 30,000 stock options issued to certain  directors in
September  1999.  These  potential  common  shares  were not  considered  in the
calculations due to their anti-dilutive effect during the periods presented.


10.     RELATED PARTY TRANSACTIONS

        In the  ordinary  course of  business,  the  Company  conducts  business
activities with a substantial number of its shareholders.

        DLB Oil & Gas, Inc. ("DLB") and Wexford Management LLC ("Wexford") were,
along with  Gulfport,  co-proponents  in a 1997 plan of  reorganization.  During
April  of  1998,  DLB  distributed  all of its  shares  in  the  Company  to its
shareholders prior to DLB's acquisition by Chesapeake Energy  Corporation.  As a
result of this  distribution,  Charles  Davidson,  Mike Liddell and Mark Liddell
collectively  received  37.5% of the Company's  stock.  As of December 31, 2000,
Wexford  and its  affiliates  owned  approximately  17.7% of  Gulfport's  issued
outstanding stock. Charles Davidson, Mike Liddell and the Estate of Mark Liddell
own collectively 52% of the Company's outstanding stock as of December 31, 2000.


                                  F-15




                          GULPFORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 21, 2000, 1999 AND 1998
                                   CONTINUED

Administrative Service Agreement

        Pursuant  to the  terms and  conditions  of an  Administrative  Services
Agreement,  DLB agreed to make  available  to the Company  personnel,  services,
facilities,   supplies,  and  equipment  as  needed,   including  executive  and
managerial,   accounting,   auditing  and  tax,   engineering,   geological  and
geophysical,  legal, land and administrative and clerical services.  The initial
term  was  one  year  beginning  on  the  date  of the  Administrative  Services
Agreement.  The Administrative Services Agreement was to continue for successive
one-year  periods  unless  terminated  by either  party.  On April 28, 1998,  in
connection with the acquisition of DLB, Inc. by Chesapeake  Energy  Corporation,
the obligations of DLB under the Administrative Services Agreement were assigned
to DLB Equities, L.L.C.

        Gulfport paid fees under this  agreement  totaling $21,000  and $969,000
in 1999 and 1998, respectively, and  believes that such  fees are  comparable to
those that would have been charged by an independent third party. Effective June
of 1999, this Administrative Service Agreement was terminated.

        At December 31, 1997,  Gulfport owed DLB  approximately  $1,600,000  for
services rendered pursuant to the Administrative  Services  Agreement.  In March
1998, in order to facilitate the acquisition of DLB by Chesapeake  Energy Corp.,
Mike Liddell,  Mark Liddell and Charles  Davidson  purchased the receivable from
DLB for its then outstanding amount of approximately $1,600,000. Each of Messrs.
Mike and Mark Liddell and Mr. Davidson  subsequently  transferred his portion of
the receivable to Liddell Investments,  L.L.C., Liddell Holdings,  L.L.C. and CD
Holdings, L.L.C.,  respectively.  The receivable accrued interest at the rate of
LIBOR plus 3% per annum and was satisfied with the exercise of 632,484 rights in
the November 20, 1998 Rights Offering through debt forgiveness.

Sales

        During the year ended December 31, 1998, Gulfport sold $2,058,000 in oil
to a DLB  subsidiary.  These sales occurred at prices which the Company could be
expected to obtain from an unrelated  third party.  No sales to related  parties
were made during 2000 or 1999.

Stockholder Credit Facility

        On August 18, 1998, Gulfport entered into a $3,000,000  revolving credit
facility  with  Liddell  Investments,   L.L.C.,  Liddell  Holdings,  L.L.C.,  CD
Holdings, L.L.C. and Wexford Entities (collectively "Affiliated  Stockholders").
Borrowing under the  Stockholder  Credit Facility was due on August 17, 1999 and
bore  interest at LIBOR plus 3%.  Pursuant to the facility  agreement,  Gulfport
paid the eligible Affiliated  Stockholders an aggregate  commitment fee equal to
$60,000.  Gulfport  repaid  $2,000,000 of principal under the Amended ING Credit
Agreement with borrowings under the Stockholder  Credit Facility.  The remaining
$1,000,000  was used for working  capital and general  corporate  purposes.  The
Affiliated  Stockholders  paid  the  subscription  price  for  1,200,000  Shares
pursuant to their Basic  Subscription  Privilege in the Rights Offering  through
the  forgiveness  of the  amount  owed to them  under  this  stockholder  credit
facility.

                                      F-16


                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

      On August 5, 1999,  Gulfport  entered into a $3,255,000  revolving  credit
facility with the "Affiliated Stockholders".  Borrowing under this agreement was
due on August 1, 2000, and bore interest at LIBOR plus 3%. Pursuant to the terms
of the agreement, Gulfport paid aggregate commitment fees equal to $65,000 or 2%
of the  related  borrowings  in stock.  This debt was  extinguished  through the
issuance of 4,040,011  shares of common stock to the Affiliated  Stockholders in
the  Regulation D Offering in August 1999, and through the payment of additional
funds totaling $208,000.

11.     COMMITMENTS

Leases

        As of  December  31,  2000  and  1999,  the  Company  had no  long-term,
non-cancelable  operating  lease  commitments.  Rental expense for all operating
leases for the years ended December 31, 2000, 1999 and 1998,  totaled  $112,000,
$119,000 and $120,000, respectively.

Plugging and Abandonment Funds

        In connection with the acquisition of the  remaining 50% interest in the
WCBB  properties,  Gulfport  assumed the obligation to contribute  approximately
$18,000 per month through March 2004,  to a plugging and  abandonment  trust and
the  obligation  to plug a minimum of 20 wells per year for 20 years  commencing
March 11, 1997. Texaco Exploration and Production,  Inc.  ("Texaco")  retained a
security  interest in  production  from these  properties  and the  plugging and
abandonment  trust until such time as the  Company's  plugging  and  abandonment
obligations  to Texaco have been  fulfilled.  Once the plugging and  abandonment
trust is fully  funded,  the  Company  can  access  it for use in  plugging  and
abandonment  charges associated with the property.  As of December 31, 2000, the
plugging and abandonment trust totaled  $1,739,000  including  interest received
during 2000 of $88,000.  Gulfport  was in arrears on its escrow  payments in the
amounts of $275,000 as of December 31, 2000.  During March 2001,  Gulfport began
to fulfill its  yearly plugging  commitment of 20  wells at WCBB  for the twelve
month period ending march 2001.

Texaco Global Settlement

        Pursuant  to the terms of a global  settlement  between  Texaco  and the
State of Louisiana  which  includes the State Lease No. 50 portion of Gulfport's
East  Hackberry  Field,  Gulfport was  obligated to commence  drilling a well or
other qualifying  development  operation on certain non-producing acreage in the
field prior to March 1998.  Because of prevailing market conditions during 1998,
the  Company  believed  it was  commercially  impractical  to shoot  seismic  or
commence drilling operations on the subject property. As a result,  Gulfport has
agreed to surrender  approximately 440 non-producing  acres in this field to the
State of  Louisiana.  At  December  31,  2000,  Gulfport  was in the  process of
releasing these properties to the State of Louisiana.

                                      F-17

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

Contributions to 401(k) Plan

        During 1999 and 1998,  Gulfport  sponsored a 401(k)  savings  plan under
which eligible employees could chose to contribute up to 15% of salary income on
a pre-tax basis,  subject to certain IRS limits.  During the year ended December
31, 1998, Gulfport incurred $4,000, in matching contributions expense associated
with this plan.  Gulfport did not incur any expense  related to this plan during
the year ended December 31, 1999. On February 17, 1999, this 401(k) savings plan
was terminated and all contributions were distributed to the participants.

        Effective  January 1, 2000,  Gulfport  began  sponsoring  new 401(k) and
Profit Sharing plans under which eligible  employees may contribute up to 15% of
pay through salary  deferrals.  Also under these plans,  the Company will make a
contribution  each calendar year on behalf of each employee equal to at least 3%
of his or her  salary,  regardless  of the  employee's  participation  in salary
deferrals. During the year ended December 31, 2000, Gulfport incurred $24,000 in
contributions expense related to this plan.

Employment Agreement

        At December 31,  2000,  Gulfport had an  employment  agreement  with its
Chief Executive  Officer.  This agreement expires June 1, 2004, and calls for an
annual salary of $200,000, which may be adjusted for cost of living increases.


11.     CONTINGENCIES

        The Company owns and operates a production facility at WCBB. Pursuant to
facility use agreements,  Gulfport  charges third parties  including  Texaco for
using the  facility.  Gulfport  and Texaco are  currently  negotiating  past due
amounts  related  to the  facility.  Gulfport  believes  that it has  adequately
recorded in its financial  statements all material  obligations arising from the
operations  of WCBB as well as revenues  earned  attributed  to operating  these
facilities.

Other Litigation

        The Company has been named as a defendant  on various  other  litigation
matters.  The  ultimate  resolution  of these  matters is not expected to have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations for the periods presented in the financial statements.

Concentration of Credit Risk

        Gulfport  operates in the oil and gas industry  principally in the state
of Louisiana with sales to refineries,  re-sellers  such as pipeline  companies,
and local distribution companies.  While certain of these customers are affected
by periodic  downturns in the economy in general or in their specific segment of
the oil and gas industry,  Gulfport  believes  that its level of  credit-related
losses due to such economic  fluctuations  has been immaterial and will continue
to be immaterial to the Company's results of operations in the long term. No bad
debt expense was incurred during 2000.  During 1999 and 1998,  Gulfport incurred
bad debts of $56,000 and $244,000,  respectively.  The bad debt incurred  during
1998 related to a disputed pre-bankruptcy  receivable which was determined to be
uncollectible.

                                      F-18

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

        The Company  maintains cash balances at several banks.  Accounts at each
institution  are  insured by the Federal  Deposit  Insurance  Corporation  up to
$100,000. At December 31, 2000 and 1999, Gulfport held cash in excess of insured
limits in these banks totaling $3,556,000 and $5,962,000 respectively.

        During the year ended December 31, 2000, approximately 91% of Gulfport's
revenues  from oil and gas sales were  attributable  to two  primary  customers:
Black Hills Energy and Equiva  Trading  Company.  During the year ended December
31, 1999,  approximately 99% of Gulfport's  revenues from oil and gas sales were
attributable  to five primary  customers:  Equiva Trading  Company,  Black Hills
Energy Resources,  Inc., Flash Oil & Gas Southwest,  Inc., Burlington Resources,
and  Plains  All  American,  Inc.  During  the year  ended  December  31,  1998,
approximately  76% of the  Company's  revenues  from  oil  and  gas  sales  were
attributable  to  sales  to five  primary  customers:  Equiva  Trading  Company,
Gathering and Energy Marketing Corp., Black Hills Energy Resources,  Inc., Prior
Energy Company,  and Plains  Marketing,  L.P.  Included in accounts  payable and
accrued liabilities in the accompanying  balance sheets at December 31, 2000 and
1999, is  approximately  $795,000 and  $1,000,000,  respectively,  in production
revenues  remitted  to the  Company  by certain  of the  above-named  customers.
Gulfport has not recognized  these receipts as sales revenue in the accompanying
statements  of  operations  because it believes  these funds exceed its share of
revenues on the related properties.

12.     LITIGATION TRUST ENTITY

        Pursuant to the Company's 1997 plan of reorganization, all of Gulfport's
possible  causes of action  against third parties (with the exception of certain
litigation  related to  recovery of marine and rig  equipment  assets and claims
against  Tri-Deck),  existing  as of the  effective  date  of  that  plan,  were
transferred into a "Litigation Trust" controlled by an independent party for the
benefit of most of the Company's  existing unsecured  creditors.  The litigation
related to recovery of marine and rig  equipment  and the  Tri-Deck  claims were
subsequently transferred to the Litigation Trust as described below.

        The  Litigation  Trust was funded by a $3,000,000  cash payment from the
Company, which was made on the effective date of reorganization. Gulfport owns a
12%  interest  in the  Litigation  Trust  with the other 88% being  owned by the
former  general  unsecured  creditors  of  Gulfport.   For  financial  statement
reporting  purposes,   Gulfport  has  not  recognized  the  potential  value  of
recoveries which may ultimately be obtained,  if any, as a result of the actions
of  the  Litigation  Trust,   treating  the  entire  $3,000,000   payment  as  a
reorganization cost at the time of Gulfport's reorganization.

        On January 20, 1998,  Gulfport and the  Litigation  Trust entered into a
Clarification  Agreement whereby the rights to pursue various claims reserved by
Gulfport under the plan of reorganization were assigned to the Litigation Trust.
In connection with this agreement,  the Litigation Trust agreed to reimburse the
Company  $100,000  for legal fees  Gulfport  had  incurred in  connection  these
claims.  As additional  consideration  for the contribution of this claim to the
Litigation  Trust,  Gulfport is entitled to 20% to 80% of the net proceeds  from
these claims.

                                      F-19

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED


        There were no funds received from the  Litigation  Trust during the year
ended  December  31, 2000 or the year ended  December  31,  1998.  During  1999,
Gulfport received $1,342,000 in proceeds from the Litigation Trust.


13.     SUPPLEMENTAL INFORMATION ON  OIL  AND  GAS  EXPLORATION  AND  PRODUCTION
ACTIVITIES (UNAUDITED)

        The following is historical revenue and cost information relating to the
Company's oil and gas operations  located  entirely in the  southeastern  United
States:

Capitalized Costs Related to Oil and Gas Producing Activities



                                             2000                  1999
                                          -----------          ------------
                                                         
Proven Properties                         $90,640,000          $84,135,000

Accumulated depreciation, depletion
   amortization and impairment reserve    (65,173,000)         (62,047,000)
                                          ------------         ------------

Proven properties, net                    $25,467,000          $22,088,000
                                          ============         ============


Costs Incurred in Oil and Gas Property Acquisition and Development Activities



                                        2000         1999          1998
                                    ----------   -----------   -----------
                                                      
Acquisition                         $      -     $   337,000   $         -
Development                          6,505,000     6,803,000       746,000
                                    ----------   -----------   -----------
     Total                          $6,505,000   $ 7,140,000   $   746,000
                                    ==========   ===========   ===========


Results of Operations for Producing Activities

        The following  schedule sets forth the revenues and expenses  related to
the  production and sale of oil and gas. The income tax expense is calculated by
applying the current  statutory tax rates to the revenues after deducting costs,
which include depreciation,  depletion and amortization allowances, after giving
effect to the permanent  differences.  The results of operations exclude general
office overhead and interest expense attributable to oil and gas production.




                                2000                1999              1998
                              ------------       ------------     ------------

                                                         
Revenues                      $16,117,000        $10,018,000      $  8,298,000
Production costs               (6,732,000)        (4,640,000)       (8,596,000)
Impairment of oil
 and gas properties                     -                 -        (50,130,000)
Depletion                      (3,125,000)        (3,410,000)       (4,136,000)
                              ------------       ------------     ------------
                                6,260,000          1,968,000       (54,564,000)
                              ------------       ------------     ------------
Income tax expense
  Current                       2,504,000            781,000                -
  Deferred                     (2,504,000)          (781,000)               -
                              ------------       ------------     ------------
                                        -                  -                -
                              ------------       ------------     ------------


Results of operations
  from producing activities   $ 6,260,000        $ 1,968,000      $(54,564,000)
                              ============       ============     ============


                                      F-20

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

Oil and Gas Reserves

        The  following  table  presents  estimated  volumes of proven and proven
undeveloped oil  and gas  reserves as of  December 31, 2000, 1999,  and 1998 and
changes  in proven reserves during the last  three years,  assuming continuation
of economic conditions prevailing at  the end of each year.  Volumes for oil are
stated in thousands  of  barrels  (MBbls)  and  volumes  for gas are  stated  in
millions  of cubic  feet  (MMCF).  The  weighted average prices at December 31,
2000 used for reserve report purposes are $26.80  and  $9.52  for  oil  and  gas
reserves, respectively.

        Gulfport  emphasizes  that the  volumes  of  reserves  shown  below  are
estimates  which,  by their nature,  are subject to revision.  The estimates are
made using all available  geological  and reservoir  data, as well as production
performance  data.  These  estimates are reviewed  annually and revised,  either
upward or downward, as warranted by additional performance data.




                                    2000               1999             1998
                                ------------      ------------      ------------
                                Oil      Gas      Oil      Gas     Oil      Gas
                               -----   -----    -----    -----    -----    -----

                                                       
Proven Reserves
   Beginning of the period    25,923   6,264   24,282    3,331   25,817   11,576
   Purchases in oil and gas
     reserves in place            -       -     1,594    2,762       -        -
   Extensions, discoveries and
     other additions              -       -         -        -       -        -
   Revisions of prior reserve
     estimates                (3,295) 12,007      641      297       -        -
   Current production           (530)    (83)    (594)    (126)   (441)    (421)
   Sales of oil and gas
     reserves in place            -        -        -        -   1,094   (7,824)
                              ------  ------   ------   ------  ------   -------
   End of period              22,098  18,188   25,923    6,264  26,470    3,331
                              ======  ======   ======   ======  ======   =======
   Proven developed reserves   3,066   2,077    6,606    2,073   5,665    1,250
                              ======  ======   ======   ======  ======   =======


                                      F-21

                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED

Discounted Future Net Cash Flows

        Estimates of future net cash flows from proven oil and gas reserves were
made in accordance  with SFAS No. 69,  "Disclosures  about Oil and Gas Producing
activities."  The following  tables present the estimated future cash flows, and
changes therein,  from Gulfport's proven oil and gas reserves as of December 31,
2000, 1999, and 1998, assuming continuation of economic conditions prevailing at
the end of each year.

                                      F-22


                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED


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



                                                             Year ended December 31,
                                               --------------------------------------------
                                                    2000           1999            1998
                                               ------------   -------------   -------------
                                                                     
Future cash flows                              $763,942,000   $676,056,000    $286,086,000
Future development costs                       (118,857,000)  (132,708,000)   (116,000,000)
Future production costs                        (93,817,000)    (91,705,000)    (58,582,000)
Future production taxes                        (67,349,000)    (83,392,000)    (35,116,000)
                                              -------------   -------------   -------------
Future net cash flows before income taxes      483,919,000     368,251,000      76,388,000
10% discount to reflect timing of cash flows  (203,025,000)   (222,896,000)    (48,965,000)
                                              -------------   -------------   -------------
Discounted future net cash flows               280,894,000     145,355,000      27,423,000
Future income taxes, net of 10% discount       (68,037,000)    (14,602,000)              -
                                              -------------   -------------   -------------
Standardized measure of discounted future
  net cash flows                              $212,857,000    $130,753,000    $ 27,423,000
                                              =============   =============   =============



Changes in Standardized  Measure of Discounted Future Net Cash Flows Relating to
Proven Oil and Gas Reserves



                                                             Year ended December 31,
                                              ---------------------------------------------
                                                    2000           1999            1998
                                              -------------   -------------   -------------
                                                                     
Sales and transfers of oil and gas produced,
  net of production costs                     $ (9,386,000)  $ (5,378,000)    $    298,000

Net changes in prices and production costs     104,539,000    113,060,000      (59,354,000)
Acquisition of oil and gas reserves in place,
  less related production costs                         -       4,978,000               -
Extensions, discoveries and improven
  recovery, less related costs                          -               -               -
Revisions of previous quantity estimates,
  less related production costs                 20,515,000      3,722,000        4,298,000
Sales of reserves in place                              -               -      (16,679,000)
Accretion of discount                           19,871,000      1,550,000       22,430,000
Net changes in income taxes                    (53,435,000)   (14,602,000)              -
Other                                                   -               -               -
                                              ------------   -------------   --------------
Total change in standardized measure of
  discounted future net cash flows            $ 82,104,000   $103,330,000     $(49,007,000)
                                              ============   =============   ==============



                                      F-23


                          GULFPORT ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998
                                   CONTINUED


Comparison of  Standardized  Measure of Discounted  Future Net Cash Flows to the
Net  Carrying  Value of Proven Oil and Gas  Properties  at December 31, 2000 and
1999 is as follows:

 

                                                                     2000           1999
                                                                   ------------  ------------
                                                                           
Standardized measure of discounted future and net cash flows       $280,894,000  $130,753,000
                                                                   ------------  ------------
Proven oil and gas properties                                        90,640,000    84,135,000
Less accumulated depreciation, depletion, amortization and
  impairment reserve                                                (64,776,000)  (62,047,000)
                                                                   ------------  ------------
Net carrying value of proven oil and gas properties                  25,864,000    22,088,000
                                                                   ------------  ------------
Standardized measure of discounted future net cash flows in excess
  of net carrying value of proven oil and gas properties           $255,030,000  $108,665,000


                                  EXHIBIT 10.1
                                                                   John N. Huff
                                                                  Vice President
                                                                  Energy Banking
                                                                  (405) 272-2028
                                                                    Fax 272-2588
June 28, 2000

Mr. Mike Liddell
Gulfport Energy Corporation
6307 Waterford Blvd., Suite 100
Oklahoma City, OK  73118

        Re:    Loan Agreement Covenants

Dear Mike,

This letter is written to evidence  our mutual  understanding  between  Gulfport
Energy  Corporation  ("Borrower")  and Bank of  Oklahoma  ("Bank")  regarding  a
$1,600,000 loan to Gulfport Energy Corporation for the purpose of refinancing an
existing obligation of the Borrower. Borrower agrees to the following conditions
in connection with its obligation to Bank of Oklahoma:

     1.   Any proceeds from  the sale of oil/gas  properties having an aggregate
          selling  price in  excess of  $100,000  will  be applied  to the  loan
          balance.
     2.   Borrower  will not  encumber  any oil and gas  producing  properties.
     3.   No material changes in the ownership of Gulfport without Bank consent.
     4.   Current   assets   divided  by   current  liabilities,   exclusive  of
          obligations to Bank shall exceed 1.0 at all times.
     5.   Borrower's  indebtedness  other  than  trade payables  incurred in the
          ordinary  course  of  business  and  excluding  all loans from Bank of
          Oklahoma is limited to $100,000 without prior Bank consent.
     6.   Borrower will not pay any dividends or redeem any shares without prior
          Bank consent.

Please sign below as your acceptance of these terms and conditions.

We appreciate the opportunity to provide you with this credit facility.

Very truly yours,


/s/John N. Huff
---------------
   John N. Huff
   Vice President
                             Agreed and accepted this _____ day of June 2000.

                                            For the Borrower:

                             By:/S/Mike Liddell
                                ---------------
                                Mike Liddell, Chief Executive Officer


                                  EXHIBIT 10.2

                             1999 STOCK OPTION PLAN

        1.  Purpose.  The 1999 Stock  Option  Plan (the  "Plan") is  intended to
strengthen   Gulfport  Energy   Corporation  (the  "Company")  by  providing  to
employees, officers, directors,  consultants, and independent contractors of the
Company added  incentive for high levels of performance  and unusual  efforts to
increase the earnings of the Company.  The Plan seeks to accomplish this purpose
by enabling  specified  persons to  purchase  shares of Common  Stock,  $.50 par
value,  thereby  increasing their proprietary  interest in the Company's success
and encouraging them to remain in the employ or service of the Company.

        2.  Administration.  The Plan shall be administered by the  Compensation
Committee (the  "Committee" or  "Administrator")  of the Board of Directors (the
"Board") of the Company.  The number of  individuals  that shall  constitute the
Committee  shall be  determined  from time to time by a  majority  of all of the
members  of  the  Board,  and  unless  that  majority  of the  Board  determines
otherwise, shall be no less than two individuals; PROVIDED, however, that if the
members of the Board and the  Company's  executive  officers are subject to Rule
16b-3 under the Exchange Act, the Committee shall be comprised of either (a) the
entire Board or (b) persons who are "Non-Employee Directors" under Rule 16b-3 or
such other person as shall then be eligible to serve in such capacity under Rule
16b-3.  A  majority  of the  Committee  shall  constitute  a  quorum  (or if the
Committee is only two members, then both members shall constitute a quorum), and
subject to the  provisions  of Section 4, the acts of a majority  of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all members of the Committee, shall be the acts of the Committee.

        The  members of the  Committee shall serve at the pleasure of the Board,
which shall have the power,  at any time and from time to time to remove members
from or add members to the Committee.  Removal from the Committee may be with or
without cause.  Any individual serving as a  member of the Committee  shall have
the right to resign from  membership in the  Committee by written  notice to the
Board. The Board, and not the remaining members of the Committee, shall have the
power and  authority to fill  vacancies on the  Committee, however  caused.  The
Board shall  promptly  fill any vacancy that causes the number of members of the
Committee  to be below two or if the  Company  has a class of equity  securities
registered  pursuant to Section 12 of the Exchange  Act, any other  members that
Rule 16B-3 may require from time to time.

        3.  Shares  Available.  Subject to the  adjustments  provided in Section
5(g), the maximum number of shares of Common Stock, par value $.50 per share, of
the Company (the  "Common  Stock") in respect of which Option may be granted for
all purposes  under the Plan shall be 300,000  shares.  If, for any reason,  any
shares as to which  Options  have been  granted  cease to be subject to purchase
thereunder,  including the  expiration of such Option,  the  termination of such
Option prior to exercise,  or the  forfeiture of such Option,  such shares shall
thereafter  be available  for grants under the Plan.  Options  granted under the
Plan  may be  fulfilled  in  accordance  with the  terms  of the  Plan  with (i)
authorized and unissued  shares of the Common Stock,  (ii) issued shares of such
Common Stock held in the  Company's  treasury,  or (iii) issued shares of Common
Stock reacquired by the Company, in each situation as the Board or the Committee
may determine from time to time.

        4.  Authority of  Committee.  Subject to and not  inconsistent  with the
express  provisions of the Plan,  the Code and, if applicable,  Rule 16b-3,  the
Committee shall have plenary authority to:

               a. determine the Key Employees and Eligible Non-Employees to whom
Options  shall be granted,  the time when such  Options  shall be  granted,  the
number of shares  covered by such Options,  the purchase price or exercise price
under  each such  Option,  the  period(s)  during  which such  Options  shall be
exercisable  (whether in whole or in part,  including whether such Options shall
become immediately exercisable upon the consummation of a "Change of Control" or
a "Qualifying  Public  Offering"),  the restrictions to be applicable to Options
and all other terms and provisions thereof (which need not be identical);

               b.  require,  if  determined  necessary  or  appropriate  by  the
committee in order to comply with Rule 16b-3,  as a condition to the granting of
any Option, that the Person receiving such Option agree not to sell or otherwise
dispose of such Option,  any Common Stock acquired  pursuant to such Option,  or
any other "derivative  security" (as defined by Rule 16a-1(c) under the Exchange
Act) for a period of six months  following the later of the date of the grant of
such Option or (ii) the date when the exercise  price of such Option is fixed if
such  exercise  price is not fixed at the date of grant of such  Option,  or for
such other period as the Committee may determine;

               c.  provide  an  arrangement  through  registered  broker-dealers
whereby  temporary  financing  may  be  made  available  to an  optionee  by the
broker-dealer,  under the rules and regulations of the Board of Governors of the
Federal Reserve, for the purpose of assisting the optionee in the exercise of an
Option,  such authority to include the payment by the Company of the commissions
of the broker-dealer;

               d. provide the establishment of procedures for an optionee (i) to
have  withheld  from the total  number of shares of Common  Stock to be acquired
upon the exercise of an Option that number of shares  having a Fair Market Value
which, together with such cash as shall be paid in respect of fractional shares,
shall  equal the  aggregate  exercise  price under such Option for the number of
shares then being acquired (including the shares to be so withheld), and (ii) to
exercise a portion of an Option by  delivering  that  number of shares of Common
Stock already owned by such optionee having an aggregate Fair Market Value which
shall equal the  partial  Option  exercise  price and to deliver the shares thus
acquired by such  optionee  in payment of shares to be received  pursuant to the
exercise of  additional  portions of such  Option,  the effect of which shall be
that such optionee can in sequence utilize such newly acquired shares in payment
of the exercise price of the entire Option,  together with such cash as shall be
paid in respect of fractional shares;

               e.  provide (in  accordance  with  Section 13 or  otherwise)  the
establishment of a procedure whereby a number of shares of Common Stock or other
securities  may be withheld  from the total  number of shares of Common Stock or
other  securities to be issued upon exercise of an Option to meet the obligation
of  withholding  for income,  social  security  and other  taxes  incurred by an
optionee  upon such  exercise  or  required  to be  withheld by the Company or a
Related Entity in connection with such exercise;

               f.     prescribe, amend, modify and rescind rules and regulations
relating to the Plan;

               g.  make  all  determinations   permitted  or  deemed  necessary,
appropriate or advisable for the administration of the Plan,  interpret any Plan
or Option,  provision,  perform all other acts,  exercise all other powers,  and
establish  any other  procedures  determined  by the  Committee to be necessary,
appropriate,  or advisable in  administering  the Plan or for the conduct of the
Committee's business. Any act of the Committee, including interpretations of the
provisions  of the Plan or any Option and  determinations  under the Plan or any
Option shall be final, conclusive and binding on all parties;

               h. delegate to the Chairman of the Board, Chief Executive Officer
or  President  of the Company the  authority  to grant  options to any  eligible
employee  of the  Company.  If such  authority  is  delegated,  the  Committee's
designation  of authority  shall  include the authority to determine (i) to whom
the Option is to be granted, (ii) the number of shares optioned, (iii) the terms
and conditions of the Option, and (iv) in the case of replacement  Options,  the
terms and conditions of such Option.

               The committee or any person to whom it has delegated authority as
aforesaid  may employ one or more  Persons to render  advice with respect to any
responsibility  the  Committee  or such  Person  may have  under the  Plan.  The
Committee may employ attorneys,  consultants,  accountants, or other Persons and
the Committee,  the Company, and its officers and directors shall be entitled to
rely upon the advice,  opinions, or valuations of any such Persons. No member or
agent of the Committee shall be personally liable for any action,  determination
or  interpretation  made in good faith with  respect to the Plan and all members
and agents of the Committee  shall be fully  protected by the Company in respect
of any such action, determination or interpretation.

        5.     Terms and Conditions of Options.

               a. Only Eligible Participants shall be eligible to receive grants
of  Options  under  this  Plan.  "Eligible  Participants"  shall  mean:  (i) all
directors  of the  Company;  (ii)  all  officers  (whether  or not they are also
directors)  of the Company;  and (iii) all key employees (as such persons may be
determined  by the Stock  Option  Committee  from time to time) of the  Company,
provided that such officers and key employees  have a customary  work week of at
least forty hours in the employ of the Company.

               b. Type of Options. Each option granted under the Plan shall be a
non-qualified stock option (an "Option").

               c.  Options  and Grants.  Options  shall be  evidenced  by Option
Agreements.  The agreements  shall conform to the  requirements of the Plan, and
may contain such other provisions  (including  restrictions upon the exercise or
vesting of the Option,  and  provisions for the protection of the Options in the
event  of  mergers,  consolidations,  dissolutions,  and  liquidations)  as  the
Committee may deem advisable.

               d. Option Price. The price at which Common Stock may be purchased
upon  exercise of an Option shall be  determined  by the Committee in accordance
with its rules, or, in their absence, by the Committee's discretion.

               e. Period of Option.  The expiration date of such Option shall be
fixed by the Committee,  but,  notwithstanding  any provision of the Plan to the
contrary, such expiration date shall not be more than ten years from the date of
grant.

               f. Nontransferability of Stock Options. Each Option shall, by its
terms,  be  nontransferable  by the  Optionee  other  than by will,  the laws of
descent and distribution or pursuant to a domestic  relations order and shall be
exercisable during the Optionee's  lifetime only by the Optionee except pursuant
to a domestic relations order.

               g. Adjustments and Corporate Reorganizations.  If the outstanding
shares of Common  Stock are  increased  or  decreased,  or are  changed  into or
exchanged for a different number of kind of shares or securities, as a result of
one or more  reorganizations,  recapitalizations,  stock  splits,  reverse stock
splits,  stock dividends or the like,  appropriate  adjustments shall be made in
the  number  and/or  kind of shares  or  securities  for  which the  unexercised
portions of this Option may  thereafter be exercised,  all without any change in
the aggregate exercise price applicable to the unexercised  Options,  but with a
corresponding  adjustment  in the  exercise  price per share or other  unit.  No
fractional  share of stock shall be issued  under the  Options or in  connection
with any such adjustment.  Such adjustments  shall be made by or under authority
of the Board, whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.

               Upon the dissolution or liquidation of the  Company,  or  upon  a
reorganization,  merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to the Options are changed into
or exchanged for cash or property or securities not of the Company's  issue,  or
upon  a  sale of  substantially  all the  property  of the  Company  to,  or the
acquisition  of stock representing  more than eighty percent (80%) of the voting
power of the stock of the Company then outstanding  by, another  corporation  or
person,  the Options shall  terminate  unless  provision  be made in  writing in
connection  with  such  transaction  for the  assumption  of options  previously
granted under the Stock Option Plan under which the Option was  granted,  or the
substitution  for such  options any options  covering the  stock of a  successor
employer  corporation,  or a  parent or  subsidiary  thereof,  with  appropriate
adjustments as to the number and kind of shares and  prices,  in which event the
Options  shall  continue in the  manner and under the terms so provided.  If the
Options shall terminate pursuant  to the foregoing sentence,  the Optionee shall
have  the right,  at such  time prior  to the  consummation  of the  transaction
causing such termination as the Company shall reasonably  designate, to exercise
all  Options  granted to  Optionee, including the Options not yet exercisable.

               h. Death of Holder of Option. Except as otherwise provided in the
applicable Option Agreement, in the event an Optionee to whom an Option has been
granted under the Plan dies during, or within three months after the termination
of,  his  employment  by the  Company,  such  Option  (unless it shall have been
previously terminated pursuant to the provisions of the Plan or unless otherwise
provided in his Option  Agreement)  may be  exercised  (to the extent the entire
number of  shares  covered  by the  Option  whether  or not  purchasable  by the
employee  at the date of his  death) by the  executor  or  administrator  of the
optionee's  estate or by the person or persons to whom the  optionee  shall have
transferred such Option by will or by the laws of descent and  distribution,  at
any time  within a period  of 12  months  after  his  death,  but not  after the
exercise termination date set forth in the relevant Option Agreement.

               i.     Exercise and Payment.

                      i.     An option  may be exercised  by notice (in the form
prescribed  by the  Committee) to the Company specifying the number of Shares to
be purchased.  Payment for the number of  Shares  purchased upon the exercise of
an option  shall be made  in full at the  price provided  for in the  applicable
Option  Agreement and  such purchase price shall be  paid by the delivery to the
Company of cash (including check or similar  draft) in United States  dollars or
previously owned whole Shares that have been owned by the optionee for more than
six (6) months or a combination thereof.  Shares used in payment of the purchase
price shall  be valued at  their Fair  Market  Value as of  the date  notice  of
exercise is received by the Company.  Any Shares  delivered to the Company shall
be in such form as is  acceptable to the Company.

                      ii. The Company may defer making  delivery of Shares under
the Plan until satisfactory  arrangements have been made  for the payment of any
tax attributable  to exercise of an option.  The Administrator may,  in its sole
discretion,  permit an optionee  to elect,  in such form and at such time as the
Administrator  may prescribe,  to pay all  or a portion of all  taxes arising in
connection  with the exercise of an  option by electing to  (A) have the Company
withhold whole Shares, or (B) deliver other whole Shares previously owned by the
optionee having a Fair Market Value not  greater than the amount to be withheld;
provided,  however,  that  the  amount  to  be  withheld  shall not  exceed  the
optionee's  estimated  total tax obligations associated with the transaction.

                          The  Company may  elect to pay an  optionee the amount
of  optionee's  federal  and state  income tax  liability  attributable  to  the
granting of the Option, or the exercise by the optionee of the Option, whichever
the  case  may be,  to the  extent the  Company  receives a  federal  income tax
deduction for compensation  expense by  reason of the grant of the Option or the
exercise of that Option by  optionee.  Within ninety (90) days after the year in
which the  optionee incurs such tax liability  by reason of grant or exercise of
the Option,  the company by vote of the Board,  and the  optionee shall mutually
determine the amount of federal and state income tax liability owing by optionee
as a  result thereof  and shall settle for  the amount to be  paid by Company to
Optionee to  reimburse  optionee  for that  liability  after  consideration  and
appropriate credit for the  amount of federal  and state income  tax withheld by
the Company for the  optionee for the preceding year.

        6. Amendment and  Termination.  The Board of the Company may at any time
and from time to time  suspend,  amend,  or terminate the Plan and may, with the
consent of an optionee,  make such  modifications of the terms and conditions of
that optionee's Stock Option as it shall deem advisable.

        7.  Rights  of  Eligible   Participants   and  Optionees.   No  Eligible
Participant,  optionee  or other  person  shall  have  any  claim or right to be
granted a Stock  Option  under this Plan,  and neither  this Plan nor any action
taken  hereunder  shall be deemed to give or be construed as giving any Eligible
Participant,  optionee or other person any right to be retained in the employ of
the Company.  Without limiting the generality of the foregoing,  no person shall
have  any  rights  as a  result  of  his or her  classification  of an  Eligible
Participant  or optionee,  such  classifications  being made solely to describe,
define and limit those persons who are eligible for consideration for privileges
under the Plan.

        8. Privileges of Stock Ownership;  Regulatory Law Compliance;  Notice of
Sale. No optionee shall be entitled to the  privileges of stock  ownership as to
any Option  Shares not actually  issued and  delivered.  No Option Shares may be
purchased  upon the  exercise  of a Stock  Option  unless and until all and then
applicable  requirements of all regulatory  agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Company are listed (if any) shall have been fully  complied  with.  The optionee
shall,  not more than thirty (30) days after each sale or other  disposition  of
shares of Common Stock acquired pursuant to the exercise of Stock Options,  give
the Company notice in writing of such sale or other disposition.

        9.  Effective  Date of the Plan.  The Plan shall be deemed adopted as of
June 1, 1999.

        10. Exculpation  and  Indemnification  of  Stock  Option  Committee.  In
addition to any applicable  coverage under any directors and officers  liability
or similar  insurance  policy,  the  present,  former and future  members of the
Committee,  and each of them,  who is or was a director,  officer or employee of
the Company shall be indemnified by the Company to the extent  authorized in and
permitted  by the  Company's  Certificate  of  Incorporation,  and/or  Bylaws in
connection with all actions,  suits and proceedings to which they or any of them
may be a party by reason of any act or omission  of any member of the  Committee
under or in connection with the Plan or any Option granted thereunder.

        11. Agreement  and  Representations  of  Optionee.  Unless the shares of
Common Stock covered by this Plan have been  registered  with the Securities and
Exchange  Commission  pursuant  to  the  registration   requirements  under  the
Securities  Act of 1933,  each  optionee  shall:  (i) by and upon  accepting  an
Option,  represent  and agree in  writing,  in the form of the  letter  attached
hereto as Exhibit "A", for himself or herself and his or her transferees by will
or the laws of descent and distribution, that the Option shares will be acquired
for investment  purposes and not for resale or  distribution;  and (ii) and upon
the exercise of an Option, or a part thereof,  furnish evidence  satisfactory to
counsel for the Company,  including  written and signed  representations  in the
form of the letter attached hereto as Exhibit "B", to the effect that the Option
Shares  are  being  acquired  for  investment  purposes  and not for  resale  or
distribution,  and that the Option  Shares being  acquired  shall not be sold or
otherwise transferred by the optionee except in compliance with the registration
provisions  under the  Securities  Act of 1933,  as  amended,  or an  applicable
exemption therefrom. Furthermore, the Company, at its sole discretion, to assure
itself that any sale or distribution by the optionee complies with this Plan and
any applicable  federal or state securities laws, may take all reasonable steps,
including placing stop transfer  instructions with the Company's  transfer agent
prohibiting transfers in violation of the Plan and affixing the following legend
(and/or  such  other  legend or  legends  as the  Committee  shall  require)  on
certificates evidencing the shares:

        "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
        UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY NOT BE SOLD,
        PLEDGED,  HYPOTHECATED  OR OTHERWISE  TRANSFERRED OR OFFERED FOR SALE IN
        THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT WITH RESPECT TO THEM
        UNDER THE ACT OR A WRITTEN  OPINION OF COUNSEL  FOR THE HOLDER  THEREOF,
        WHICH OPINION SHALL BE ACCEPTABLE TO GULFPORT ENERGY  CORPORATION,  THAT
        REGISTRATION IS NOT REQUIRED."

At any time that an Optionee  contemplates  the disposition of any of the Option
Shares (whether by sale, exchange,  gift, or other form of transfer),  he or she
shall first notify the Company of such proposed disposition and shall thereafter
cooperate with the Company in complying with all applicable  requirements of law
which, in the opinion of counsel for the Company, must be satisfied prior to the
making of such disposition.  Before consummating such disposition,  the optionee
shall  provide to the Company an opinion of  optionee's  counsel,  of which both
such opinion and such counsel shall be  satisfactory  to the Company,  that such
disposition  will not result in a violation  of any state or federal  securities
laws or regulations. The Company shall remove any legend affixed to certificates
for Option Shares  pursuant to this Section if and when all of the  restrictions
on the transfer of the Option Shares, whether imposed by this Plan or federal or
state law, have terminated. Notwithstanding the optionee shall have the right to
have his  options  included  in the first  registration  statement  filed by the
Company  following  the grant of his  options.  If the Company has no  immediate
plans to file a registration  statement,  the Board, in its discretion may elect
to file a registration  statement specifically for the options granted under the
Plan.

        12. Severability. If any provision of this Plan as applied to any person
or to any circumstance shall be adjudged by a court of competent jurisdiction to
be void,  invalid,  or unenforceable,  the same shall in no way affect any other
provision   hereof,   the  application  of  any  such  provision  in  any  other
circumstances, or the validity or enforceability hereof.

        13. Construction.  Where the context or construction requires, all words
applied in the plural  herein  shall be deemed to have been used in the singular
and vice versa,  and the  masculine  gender  shall  include the feminine and the
neuter and vice versa.

        14. Headings. The headings of the several paragraphs herein are inserted
solely for  convenience  of reference and are not intended to form a part of and
are not  intended  to govern,  limit or aid in the  construction  of any term or
provision hereof.

        15.  Governing Law. To the extent not governed by the laws of the United
States, this Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.

        16.  Conflict.  In the  event of any  conflict  between  the  terms  and
provisions  of this  Plan  and any  other  document,  agreement  or  instrument,
including  without  limitation,  any  Stock  Option  Agreement,  the  terms  and
provisions of this Plan shall control.




                                   EXHIBIT "A"





                                              _____________, 1999




Gulfport Energy Corporation
6307 Waterford Blvd., Suite 100
Oklahoma City, OK  73118

Gentlemen:

        On this _____ day of  ____________,  1999, the undersigned has received,
pursuant to the Gulfport Energy  Corporation 1999 Stock Option Plan (the "Plan")
and the Stock Option Agreement (the  "Agreement") by and between Gulfport Energy
Corporation (the "Company") and the undersigned,  dated  ____________,  1999, an
option to  purchase  ________  shares of the no par  value  common  stock of the
Company (the "Stock").

        In consideration of the grant of such option by the Company:

        1. I hereby  represent  and warrant to you that the Stock to be acquired
pursuant  to the  option  will be  acquired  by me in good  faith and for my own
personal  account,  and not with a view to  distributing  the Stock to others or
otherwise  reselling  the stock in violation of the  Securities  Act of 1933, as
amended, or the rules and regulations promulgated thereunder.

        2. I hereby  acknowledge and agree that: (a) the Stock to be acquired by
me  pursuant  to the  Plan  has not  been  registered;  and (b) the  Stock to be
acquired by me will not be freely tradable unless the Stock is either registered
under the  Securities  Act of 1933, as amended,  or the holder  presents a legal
opinion  acceptable to Gulfport  Energy  Corporation  that the transfer will not
violate the federal securities laws.

        3. I understand  that the Company is relying upon the truth and accuracy
of the representations  and agreements  contained herein in determining to grant
such options to me and upon subsequently  issuing any Stock pursuant to the Plan
without the Company first registering the same under the Securities Act of 1933,
as amended.

        4. I understand that the  certificate  evidencing the Stock to be issued
pursuant to the Plan will  contain a legend upon the face  thereof to the effect
that the Stock is not  registered  under the Securities At of 1933 and that stop
transfer  orders  will  be  placed  against  the  shares  with  Gulfport  Energy
Corporation's transfer agent.




EXHIBIT "A" - PAGE 2


        5. In further consideration for the grant of an option to purchase Stock
of Gulfport Energy,  the undersigned hereby agrees to indemnify you and hold you
harmless  against  all  liability,   cost  or  expenses  (including   reasonable
attorney's  fees) arising out of or as a result of any distribution or resale of
shares of Stock issued by the  undersigned in violation of the securities  laws.
The  agreements  contained  herein  shall inure to the benefit of and be binding
upon  the  respective  legal  representatives,  successors  and  assigns  of the
undersigned and Gulfport Energy.

                                            Very truly yours,

                                            (Signature)

                                            (Type or Print Name)





                                   EXHIBIT "B"




Gulfport Energy Corporation
6307 Waterford Blvd., Suite 100
Oklahoma City, Oklahoma  73118

Gentlemen:

        On this _____ day of May, 1999, the undersigned  has acquired,  pursuant
to the Gulfport Energy  Corporation Stock Option Plan (the "Plan") and the Stock
Option Agreement (the  "Agreement") by and between  Gulfport Energy  Corporation
and the undersigned dated _____________, 1999, _________ (____) shares of no par
value  Common  Stock  of  Gulfport   Energy   Corporation   (the  "Stock").   In
consideration of the issuance by Gulfport Energy  Corporation to the undersigned
of said shares of its Common Stock:

        1. I  hereby  represent  and  warrant  to you  that  the  Stock is being
acquired by me in good faith for my own personal account, and not with a view to
distributing  the Stock to others or otherwise  reselling the Stock in violation
of the  Securities  Act of  1933,  as  amended,  or the  rules  and  regulations
promulgated thereunder.

        2. I hereby  acknowledge and agree that: (a) the Stock being acquired by
me pursuant to the Plan has not been  registered and that there is no obligation
on the part of Gulfport  Energy  Corporation  to  register  such Stock under the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder;  and (b) the Stock being  acquired by me is not freely  tradable and
must be held by me for investment purposes unless the Stock is either registered
under the Securities  Act of 1933 or  transferred  pursuant to an exemption from
such registration, as accorded by the Securities Act of 1933 and under the rules
and regulations promulgated thereunder. I further represent and acknowledge that
I have  been  informed  by legal  counsel  in  connection  with said Plan of the
restrictions on my ability to transfer the Stock and that I understand the scope
and effect of those restrictions.

        3. I understand  that the effects of the above  representations  are the
following:  (i)  that  the  undersigned  does not  presently  intend  to sell or
otherwise dispose of all or any part of the shares of the Stock to any person or
entity Gulfport Energy Corporation except in compliance with the terms described
above,  in the Plan and in the  Agreement;  and (ii) that the Company is relying
upon the truth and  accuracy of the  representations  and  agreements  contained
herein in issuing said shares of the Stock to me without first  registering  the
same under the Securities Act of 1933, as amended.

        4. I hereby agree that the certificate  evidencing the Stock may contain
the following  legend stamped upon the face thereof to the effect that the Stock
is not registered  under the  Securities  Act of 1933, as amended,  and that the
Stock has been acquired pursuant to the representations and restrictions in this
letter, the Plan and in the Agreement: EXHIBIT "B" - Page 2


        "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
        UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY NOT BE SOLD,
        PLEDGED,  HYPOTHECATED  OR OTHERWISE  TRANSFERRED OR OFFERED FOR SALE IN
        THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT WITH RESPECT TO THEM
        UNDER THE ACT OF A WRITTEN  OPINION  OF COUNSEL  FOR THE HOLDER  HEREOF,
        WHICH OPINION SHALL BE ACCEPTABLE TO GULFPORT  ENERGY  CORPORATION  THAT
        REGISTRATION IS NOT REQUIRED."

        5. I hereby  agree and  understand  that the  Company  will place a stop
transfer notice with its stock transfer agent to ensure that the restrictions on
transfer described herein will be observed.

        6.  In  further   consideration  of  the  issuance  of  the  Stock,  the
undersigned does hereby agree to indemnify you and hold you harmless against all
liability, costs, or expenses (including reasonable attorney's fees) arising out
of or as a result of any distribution or resale by the undersigned of any of the
Stock.  The  Agreements  contained  herein  shall inure to the benefit of and be
binding upon the respective legal representatives, successors and assigns of the
undersigned and Gulfport Energy Corporation.

                                            Very truly yours,

                                            (Signature)

                                            (Type or Print Name)




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