UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                                   (Mark One)
    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER 1-10753


                           GULPORT ENERGY CORPORATION
             (Exact name of Registrant as specified in its charter)

                               Delaware 73-1521290
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)


                              6307 Waterford Blvd.
                              Building D, 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)


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

APPLICABLE  ONLY TO REGISTRANTS  INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEEDING  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  and
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [X] No [ ]

The  number  of shares  of the  Registrant's  Common  Stock,  $0.01  par  value,
outstanding as of May 14, 2001 was 10,145,400.

                                       1



                           GULFPORT ENERGY CORPORATION

                                TABLE OF CONTENTS

                           FORM 10-Q QUARTERLY REPORT


PART I     FINANCIAL INFORMATION

 Item 1 Financial Statements

      Balance Sheets at March 31, 2001 (unaudited) and December 31, 2000 .....4

     Statements of Operations for the Three Months Ended
        March 31, 2001 and 2000 (unaudited)...................................5

     Statement of Stockholders' Equity for the Three Months Ended
        March 31, 2001 and 2000 (unaudited)...................................6

     Statements of Cash Flow for the Three Months Ended
        March 31, 2001 and 2000 (unaudited)...................................7

     Notes to Financial Statements........................................... 8

 Item 2 Management's Discussion and Analysis of Financial
        Condition and Results of Operations..................................12


PART II    OTHER INFORMATION

 Item 1 Legal Proceedings....................................................19

 Item 2 Changes in Securities and Use of Proceeds............................19

 Item 3 Defaults upon Senior Securities......................................19

 Item 4 Submission of Matters to a Vote of Security Holders..................19

 Item 5 Other Information....................................................19

 Item 6 Exhibits and Reports on Form 8-K.....................................19

        Signatures...........................................................20

                                       2





                           GULFPORT ENERGY CORPORATION




                          PART I. FINANCIAL INFORMATION
                          Item 1. Financial Statements
                             March 31, 2001 and 2000







               Forming a part of Form 10-Q Quarterly Report to the
                       Securities and Exchange Commission


This quarterly  report on Form 10-Q should be read in conjunction  with Gulfport
Energy  Corporation's Annual Report on Form 10-K for the year ended December 31,
2000.


                                       3


                           GULFPORT ENERGY CORPORATION

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



                                                      March 31,     December 31,
                                                    -----------    ------------
                                                        2001          2000
                                                    -----------    ------------
                                                    (Unaudited)
                           Assets
Current assets:
                                                             
 Cash and cash equivalents                          $ 1,733,000    $ 3,657,000
 Accounts receivable, net of allowance for
  doubtful accounts of $244,000 as of March 31,
  2001 and December 31, 2000                          1,203,000      1,108,000
 Prepaid expenses and other current assets              137,000        171,000
                                                    -----------    ------------
  Total current assets                                3,073,000      4,936,000
                                                    -----------    ------------
Property and equipment:
 Oil and natural gas properties                      98,077,000     90,640,000
 Other property and equipment                         1,922,000      1,919,000
 Accumulated depletion, depreciation, amortization  (66,582,000)   (65,867,000)
                                                    -----------    ------------
  Property and equipment, net                        33,417,000     26,692,000
                                                    -----------    ------------
 Other assets                                         2,119,000      2,050,000
                                                    -----------    ------------
                                                    $38,609,000    $33,678,000
                                                    ===========    ============

            Liabilities and Stockholders' Equity

Current liabilities:
 Accounts payable and accrued liabilities           $ 7,635,000    $ 2,904,000
 Other liabilities                                    1,167,000      1,022,000
 Current maturities of long-term debt                   818,000        878,000
                                                    -----------    ------------
  Total current liabilities                           9,620,000      4,804,000
                                                    -----------    ------------
Long-term debt                                          152,000        301,000
                                                    -----------    ------------
  Total liabilities                                   9,772,000      5,105,000
                                                    -----------    ------------
Commitments and contingencies                                 -              -

Stockholders' equity (deficit):
 Preferred stock - $.01 par value, 1,000,000
  authorized, none issued                                      -              -
 Common stock - $.01 par value, 15,000,000
  authorized,  10,145,400 issued and outstanding at
  March 31, 2001 and December 31, 2000                  101,000        101,000
 Paid-in capital                                     84,190,000     84,190,000
 Accumulated deficit                                (55,454,000)   (55,718,000)
                                                    -----------    ------------
    Total stockholders' equity                       28,837,000     28,573,000
                                                    -----------    ------------
    Total liabilities and stockholders' equity      $38,609,000    $33,678,000
                                                    ===========    ============


                 See accompanying notes to financial statements.

                                       4

                           GULFPORT ENERGY CORPORATION

                              STATEMENTS OF INCOME
                                   (UNAUDITED)
--------------------------------------------------------------------------------


                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        2001           2000
Revenues:
                                                              
    Gas sales                                       $   134,000     $    71,000
    Oil and condensate sales                          3,267,000       3,669,000
    Other income                                         49,000         192,000
                                                    -----------     -----------
                                                      3,450,000       3,932,000
                                                    -----------     -----------
Costs and expenses:
    Operating expenses                                1,602,000       1,085,000
    Production taxes                                    368,000         369,000
    Depreciation, depletion, and amortization           715,000         775,000
    General and administrative                          456,000         340,000
                                                    -----------     -----------
                                                      3,141,000       2,569,000
                                                    -----------     -----------
INCOME FROM OPERATIONS                                  309,000       1,363,000
                                                    -----------     -----------
OTHER (INCOME) EXPENSE:
    Interest expense                                     97,000         212,000
    Interest income                                     (52,000)        (80,000)
                                                    -----------     -----------
                                                         45,000         132,000
                                                    -----------     -----------
INCOME BEFORE INCOME TAXES                              264,000       1,231,000

INCOME TAX EXPENSE (BENEFIT):
    Current                                             106,000         487,000
    Deferred                                           (106,000)       (487,000)
                                                    -----------     -----------
                                                             -               -
                                                    -----------     -----------

NET INCOME                                           $  264,000      $1,231,000
                                                    ===========     ===========
NET INCOME PER COMMON SHARE:
    Basic                                            $     0.03      $     0.12
                                                    ===========     ===========
    Diluted                                          $     0.03      $     0.12
                                                    ===========     ===========


                 See accompanying notes to financial statements.

                                       5



                           GULFPORT ENERGY CORPORATION
                  Statements of Stockholders' Equity (Deficit)
                                   (Unaudited)
--------------------------------------------------------------------------------



                                                                           Additional
                                Preferred         Common Stock              Paid-in           Accumulated     Treasury
                                            ------------------------
                                  Stock       Shares        Amount          Capital             Deficit         Stock
                                ---------   ----------   -----------    --------------     ---------------    ---------
                                                                                            
Balance at December 31, 1999    $    -      10,145,400   $   101,000    $   84,190,000     $   (60,177,000)   $      -
  Net income                         -             -             -                               1,231,000           -
                                ---------   ----------   -----------    --------------     ---------------    ---------
Balance at March  31, 2000      $    -      10,145,400   $   101,000    $   84,190,000     $   (58,946,000)   $      -
                                =========   ==========   ===========    ==============     ===============    =========
Balance at December 31, 2000    $    -      10,145,400   $   101,000    $   84,190,000     $   (55,718,000)          -
  Net income                         -             -             -                 -               264,000           -
                                ---------   ----------   -----------    --------------     ---------------    ---------
Balance at March  31, 2001      $    -      10,145,400   $   101,000    $   84,190,000     $   (55,454,000)   $      -
                                =========   ==========   ===========    ==============     ===============    =========


                 See accompanying notes to financial statements.

                                       6


                                 GULFPORT ENERGY
                            Statements of Cash Flows
                                  (UNAUDITED)
--------------------------------------------------------------------------------



                                                         For the Three Months
                                                            Ended March 31,
                                                            2001        2000
                                                        ----------   ----------
Cash flows from operating activities:
                                                               
 Net income                                             $  264,000   $1,231,000
 Adjustments to reconcile net income to
   net cash provided by operating activities:
  Depletion, depreciation and amortization                 715,000      775,000
  Amortization of debt issuance costs                           -        59,000
 Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable               (95,000)       9,000
  Decrease in prepaid expenses                              34,000       25,000
  Increase (decrease) in accounts payable
   and accrued liabilities                               4,731,000   (1,109,000)
  Increase in other liabilities                            145,000      181,000
                                                        ----------   ----------
Net cash provided by operating activities                5,794,000    1,171,000
                                                        ----------   ----------
Cash flows from investing activities:
 (Additions) reductions to cash held in escrow             (55,000)     195,000
 (Additions) to other assets                               (14,000)     (50,000)
 (Additions) to other property, plant and equipment         (3,000)      (7,000)
 (Additions) to oil and gas properties                  (7,437,000)  (1,172,000)
                                                        ----------   ----------
Net cash used in investing activities                   (7,509,000)  (1,034,000)
                                                        ----------   ----------
Cash flows from financing activities:
 Principle payments on borrowings                         (209,000)    (383,000)
                                                        ----------   ----------
Net cash used in financing activities                     (209,000)    (383,000)
                                                        ----------   ----------
Net (decrease) in cash and cash equivalents             (1,924,000)    (246,000)

Cash and cash equivalents at beginning of period         3,657,000    5,664,000
                                                        ----------   ----------
Cash and cash equivalents at end of period              $1,733,000   $5,418,000
                                                        ==========   ==========
Supplemental disclosure of cash flow information:
 Interest payments                                      $   22,000   $   78,000
                                                        ==========   ==========


                 See accompanying notes to financial statements.

                                       7





                           GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



     These condensed financial  statements have been prepared by Gulfport Energy
Corporation (the "Company") without audit, pursuant to the rules and regulations
of the Securities and Exchange  Commission,  and reflect all  adjustments  which
are, in the opinion of management, necessary for a fair statement of the results
for the interim periods, on a basis consistent with the annual audited financial
statements.  All such  adjustments  are of a normal  recurring  nature.  Certain
information,  accounting policies, and footnote disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted  pursuant to such rules and  regulations,  although
the Company  believes that the  disclosures are adequate to make the information
presented  not  misleading.  These  financials  statements  should  be  read  in
conjunction  with  the  financial  statements  and the  summary  of  significant
accounting  policies and notes  thereto  included in the  Company's  most recent
annual report on Form 10-K.

1.      PROPERTY AND EQUIPMENT

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

                                          March 31, 2001     December 31, 2000
                                          --------------     -----------------

Oil and gas properties                     $ 98,077,000        $ 90,640,000
Office furniture and fixtures                 1,445,000           1,442,000
Building                                        217,000             217,000
Land                                            260,000             260,000
                                          --------------     ---------------
Total property and equipment                 99,999,000          92,559,000

Accumulated depreciation, depletion,
   Amortization and impairment reserve      (66,582,000)        (65,867,000)
                                          --------------     ---------------
Property and equipment, net                $ 33,417,000        $ 26,692,000
                                          ==============     ===============

                                       8


                           GULFPORT ENERGY CORPORATION
                    NOTES TO FINANCIAL STATEMENTS ~ CONTINUED
                                   (UNAUDITED)


2.      OTHER ASSETS

    Other assets consist of the following:

                                           March 31, 2001    December 31, 2000
                                           --------------    -----------------
Plugging and abandonment escrow account
  on the WCBB properties                   $  1,808,000        $  1,739,000
CD's securing letter of credit                  200,000             200,000
Deposits                                        111,000             111,000
                                           --------------    ---------------
  Other Assets                             $  2,119,000        $  2,050,000
                                           ==============    ===============

3.      AMOUNTS IN DISPUTE

        Included  in the  accompanying  balance  sheets  at March  31,  2001 and
December  31,  2000,  under the caption  "Other  Liabilities"  are net  recorded
amounts due to Texaco Exploration and Production,  Inc. ("Texaco").  The Company
owns and  operates a  production  facility at West Cote  Blanche  Bay  ("WCBB").
Pursuant  to a facility  use  agreement,  the  Company  charges  third  parties,
including Texaco for use of the facility.  In addition,  Texaco provides natural
gas, boats and other  services to the Company at its WCBB facility.  The Company
and Texaco are currently  negotiating  past due amounts related to the facility.
The Company 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.


4.      LONG-TERM DEBT

        The  building  loan of  $170,000  relates  to a building  in  Lafayette,
Louisiana, purchased in 1996 to be used as the Company'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 the Company to provide office space for Louisiana personnel,  have access
to meeting  space close to the fields and to  maintain a  corporate  presence in
Louisiana.

        A break down of long-term debt is as follows:

                                           March 31, 2001    December 31, 2000
                                           --------------    -----------------
Note payable                                $    800,000       $  1,000,000
Building loan                                    170,000            179,00
                                           --------------    ---------------
                                                 970,000          1,179,000
Less current portion                            (818,000)          (878,000)
                                           --------------    ---------------
Long-term debt                              $    152,000       $    301,000
                                           ==============    ===============

                                       9

                          GULFPORT ENERGY CORPORATION
                    NOTES TO FINANCIAL STATEMENTS ~ CONTINUED
                                   (UNAUDITED)

        During the three  months ended March 31,  2001,  the Company  refinanced
amounts  due on its note  payable.  Under  the terms of the new  agreement,  the
Company was extended a commitment to borrow up to a total of $1,760,000. Amounts
borrowed  are to be  repaid  through  monthly  principal  payments  of  $110,000
beginning July 1, 2001, with any remaining  outstanding principal due October 1,
2002. The refinanced  note bears interest at Chase Manhattan Prime rate plus 1%.
Subsequent  to March 31,  2001,  the Company  borrowed the  additional  $960,000
available under this commitment.


5.      EARNINGS PER SHARE

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




                                   For the Three Months Ended March 31, 2001
                                   -----------------------------------------
                                                                        Per
                                     Income          Shares            Share
                                    ----------     -----------       --------
Basic:
 Income attributable to
                                                             
  common stock                      $  264,000      10,145,400        $  0.03
                                                                     ========
Effect of dilutive securities:
 Stock options                               -         323,499
                                    ----------     -----------
Diluted:
 Income attributable to
  common stock, after assumed
  dilutions                         $  264,000      10,468,899        $  0.03
                                    ==========     ===========       ========

                                   For the Three Months Ended March 31, 2000
                                   -----------------------------------------
                                                                        Per
                                     Income          Shares            Share

                                  -----------     -----------        -------
Basic:
 Income attributable to
  common stock                      $1,231,000      10,145,400        $  0.12
                                                                     ========
Effect of dilutive securities:
 Stock options                               -          97,760
                                   ------------    ------------
Diluted:
 Income attributable to
  common stock, after assumed
  dilutions                         $1,231,000      10,243,160        $  0.12
                                   ============    ============      ========





     Common stock equivalents not included in the calculation of diluted earning
per  share  above  consists  of  1,163,195  warrants  issued  at the time of the
Company's reorganization.  This potential common stock was not considered in the
calculation due to its anti-dilutive effect during the periods presented.

                                       10


6.      COMMITMENTS

        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 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 as
the Company's  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 March 31, 2001, the
plugging and abandonment trust totaled  $1,808,000,  including interest received
during 2001 of approximately  $22,000.  The Company was in arrears on its escrow
payments for the period of June 1999 to September 2000 in the amount of $275,000
as of March 31, 2001.  During March 2001,  Gulfport intended to begin to fulfill
its yearly  plugging  commitment of 20 wells at WCBB for the twelve month period
ending March 2001. Due to equipment and crew unavailability  however,  this will
be delayed until summer 2001.

7.      RECLASSIFICATION

        Certain   reclassifications   have  been  made  to  the  2000  financial
statements  presentation  in order to conform to the 2001  financial  statements
presentation.

                                       11


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL POSITION AND RESULTS OF OPERATIONS
                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


This Form 10-Q  includes  "forward-looking  statements"  within  the  meaning of
Section 21E of the  Securities  Exchange Act of 1934 (the "Exchange  Act").  All
statements,  other than  statements of historical  facts,  included in this Form
10-Q that  address  activities,  events or  developments  that  Gulfport  Energy
Corporation  ("Gulfport" or the "Company"),  a Delaware corporation,  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  strengths,  goals,
expansion and growth of the Company's business and operations, plans, references
to future success,  references 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 the Company 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 the Company'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 the
Company;  competitive actions by other oil and gas companies; changes in laws or
regulations;  and other  factors,  many of which are beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-Q are qualified by these cautionary  statements and there can be no assurance
that the actual  results or  developments  anticipated  by the  Company  will be
realized, or even if realized,  that they will have the expected consequences to
or effects on the Company or its business or operations.

        The following  discussion is intended to assist in an  understanding  of
the  Company's  financial  position  as of March  31,  2001 and its  results  of
operations  for the three  month  periods  ended  March 31,  2001 and 2000.  The
Financial  Statements  and Notes  included  in this  report  contain  additional
information and should be referred to in conjunction with this discussion. It is
presumed  that  the  readers  have  read  or  have  access  to  Gulfport  Energy
Corporation's 2000 annual report on Form 10-K.


Overview

        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 $45 million dollars on May 14, 2001 and
generated EBITDA of $8.4 and $1.08 million  dollars for the twelve  months ended
December 31, 2000 and the three months ended March 31, 2001, respectively. 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.

                                       12


        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 it's existing fields.

        The  Company's  operations  are concentrated  in  two fields:  West Cote
Blanche Bay and the Hackberry Fields.

West Cote Blanche Bay

        West Cote Blanche Bay ("WCBB") Field lies  approximately  five miles off
the coast of Louisiana  primarily in St.  Mary's  parish in a shallow bay,  with
water depths  averaging eight to ten feet. WCBB overlies one of the largest salt
dome  structures  in the Gulf  Coast.  There  are over  100  distinct  sandstone
reservoirs  throughout most of the field and nearly 200 major and minor discrete
intervals  have been tested.  Within almost 900 wellbores that have been drilled
to date in the field, over 4,000 potential zones have been penetrated. The sands
are highly porous and permeable reservoirs primarily with a strong water drive.

        Estimated cumulative field gross production as of January 1, 2001 is 190
MMBO and 232 BCF of gas. There have been 871 wells drilled in WCBB, and of these
61 are currently  producing,  306 are shut-in and 5 have been  converted to salt
water  disposal  wells.  The balance of the wells (or 499) have been plugged and
abandoned. At the end of the first quarter of 2001, Gulfport's net current daily
production in this field averaged 1,088 barrels of oil and 250 MCF of gas.

        During March 2001,  the Company  brought on line three new wells drilled
and completed during the first quarter. The Company also recompleted one well at
WCBB during the first quarter of 2001. In addition, Gulfport commenced a project
to replace the three existing  outdated gas compressors at West Cote Blanche Bay
with two new, more efficient  compressors.  The Company is currently testing the
new  compressors  and is  finalizing  all  necessary  permits.  When the work is
completed and the  compressors are on line full time, Gulfport hopes to increase
efficiency  and  realize  fuel savings  by reducing  gas  usage  by 50%.  During
April and May 2001, the Company  brought on line four more new wells drilled and
completed during 2001 and recompleted three additional wells.

Hackberry Fields

        The Hackberry  fields are located  along the shore of Lake  Calcasieu in
Cameron  Parish,  Louisiana.  The  Hackberry  Field  is a major  salt  intrusive
feature,  elliptical  in shape with East  Hackberry on the east end of the ridge
with West Hackberry  located on the western end of the ridge.  There are over 30
pay zones in this field. The salt intrusion at East Hackberry  trapped Oligocene
through  Lower  Miocene  rocks in a series of  complex,  steeply  dipping  fault
blocks.  The Camerina sand series at East Hackberry is a prolific  producer with
1-2 MMBL per well oil potential.  West  Hackberry  consists of a series of fault
bounded traps in the Oligocene-age  Vincent and Keough sands associated with the
Hackberry Salt Ridge.

      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 1999 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.

                                       13


        At West Hackberry,  the first discovery well 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.  During the first quarter of
2001, Gulfport unsuccessfully sidetracked an existing non-producing well at West
Hackberry and conducted remedial operations to increase production.

First Quarter Overview

        The focus of the  Company in the first  quarter  was  completion  of the
drilling and development program prepared in 2000 and commenced in January 2001.
The primary emphasis of this drilling program is in the WCBB field.  During this
time,  the Company was able to access  available  drilling rigs and proceed with
the drilling  program.  As discussed  above, all three wells the Company drilled
and completed at WCBB during the first quarter of 2001 were  successful.  At the
date of this  filing,  these three  wells plus an  additional  four  drilled and
completed  wells  at  WCBB  have  increased  the  Company's  net  production  to
approximately  2,200  barrels  of oil and 400 Mcfs of gas per day as of  May 14,
2001.  The  Company  anticipates  these new wells  will  significantly  increase
Gulfport's  production  and revenues  during the remainder of 2001.  The Company
also  conducted  remedial   operations  in  the  Hackberry  fields  to  increase
production and had one unsuccessful sidetrack.

        With the additional  capital provided from current pricing,  the Company
anticipates that it will continue its  developmental  program to further exploit
its reserves.

        The following  financial table recaps the Company's  operating  activity
for the three month  period  ended March 31, 2001 as compared to the same period
in 2000.

                                       14


FINANCIAL DATA (unaudited):

                                            Three Months Ended March 31,
                                              2001             2000
                                          ----------        -----------
Revenues:
    Gas sales                             $  134,000        $    71,000
    Oil and condensates sales              3,267,000          3,669,000
    Other income, net                        101,000            272,000
                                          ----------        -----------
                                           3,502,000          4,012,000

Expenses
    Lease operating expenses               1,602,000          1,085,000
    Production taxes                         368,000            369,000
    General and administrative               456,000            340,000
                                          ----------        -----------
                                           2,426,000          1,794,000

EBITDA (1)                                 1,076,000          2,218,000
Depreciation, depletion
    and amortization                         715,000            775,000
                                          ----------        -----------
Income before interest and taxes             361,000          1,443,000
Interest expense                              97,000            212,000
                                          ----------        -----------
Income before income taxes                   264,000          1,231,000

Income tax expense (benefit):
    Current                                  106,000            487,000
    Deferred                                (106,000)          (487,000)
                                          ----------        -----------

Net income                                $  264,000        $ 1,231,000
                                          ==========        ===========

Per share data:
    Net income                            $     0.03       $       0.12
                                          ==========       ============
    Weighted average common shares        10,145,400         10,145,400
                                          ==========       ============




(1)     EBITDA is defined as  earnings  before  interest,  taxes,  depreciation,
        depletion and amortization.  EBITDA is an analytical  measure frequently
        used by  securities  analysts  and is  presented  to provide  additional
        information about the Company's ability to meet its future debt service,
        capital expenditure and working capital requirements.  EBITDA should not
        be  considered  as a better  measure  of  liquidity  than cash flow from
        operations.

                                       15



                              RESULTS OF OPERATIONS


Comparison of the Three months Ended March 31, 2001 and 2000

        During the three months ended March 31, 2001,  the Company  reported net
income of $.26 million, a $.97 million decrease from net income of $1.23 million
for the  corresponding  period in 2000.  This  decrease is primarily  due to the
following factors:

        Oil and Gas Revenues.  During the three months ended March 31, 2001, the
Company  reported oil and gas revenues of $3.4 million,  a 9% decrease from $3.7
million for the comparable  period in 2000. This decrease was due principally to
a decrease in oil  production  from 127,000  barrels to 113,000  barrels for the
three  months  ended March 31,  2000 and 2001,  respectively.  This  decrease in
production was due to natural  production  declines and was partially  offset by
the  additional  production  generated  from the  Company's  new wells that went
on-line  in March  2001.  The  decrease  in revenues  was slightly  offset by an
increase in gas  revenues  due to  increased  prices for the three  months ended
March 31,  2001 as  compared to the same  period in 2000.  The  following  table
summarizes  the Company's  oil and gas  production  and related  pricing for the
three months ended March 31, 2001 and 2000:

                                        Three months Ended March 31,
                                            2001        2000
                                            ----        ----
      Oil production volumes (Mbbls)      113            127
      Gas production volumes (Mmcf)        13             28
        Average oil price (per Bbl)    $28.85         $28.89
      Average gas price (per Mcf)      $10.51         $ 2.51


        Production Costs.  Production costs  increased  $.51  million from $1.09
million  for the  three months  ended March 31, 2000  to $1.60  million  for the
comparable  period in 2001.  This  increase was  due in  part to a  $.23 million
increase in gas lift costs for the three months ended March 31, 2001 as compared
to the same period in 2000.  This increase  in gas lift  costs was  primarily  a
result of higher gas prices during the first quarter of 2001 as compared  to the
same  period in 2000.  In addition,  production costs also increased slightly as
a result  of the Company's  non-capitalized  well workover  activity during  the
three month period ended March 31, 2001.  For the same period of 2000, there was
no  non-capitalized  workover activity.

        Depreciation,  Depletion and Amortization.  Depreciation,  depletion and
amortization  decreased  $.60  million,  or 8% from $.78  million  for the three
months ended March 31, 2000 to $.72 million for the  comparable  period in 2001.
This  decrease was  attributable  primarily to a decrease in  production  to 115
MBOE's for the three  months  ended March 31, 2001 as compared to 132 MBOE's for
the same period in 2000.

        General and Administrative Expenses. General and administrative expenses
increased  $.12  million  from $.34 million for the three months ended March 31,
2000 to $.46 million for the  comparable  period in 2001.  This increase was due
primarily to the Company's  contribution  of $.04 million to its 401(k) plan and
$.06 million spent on the Company's  engineering reserve report during the three
months ended March 31, 2001.

                                       16


        Interest Expense.  Interest expense decreased $.12 million, or 54%, from
$.21  million for the three  months ended March 31, 2000 to $.97 million for the
comparable period in 2001. This decrease was principally due to the reduction of
the Company's  outstanding loan debt balance from $2.7 million at March 31, 2000
as compared to approximately $1.0 million at March 31, 2001.

        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 $0.11  million was provided for the three month period
ended March 31, 2001,  which was fully offset by an equal income tax benefit due
to operating loss carryforwards.

Capital Expenditures, Capital Resources and Liquidity

      Net cash flow provided by operating  activities for the three month period
ended March 31, 2001 was $5.8 million,  as compared to net cash flow provided of
$1.2 million for the  comparable  period in 2000.  This was  primarily due to an
increase  in  the  Company's  accounts  payable  as  a  result  of  the  capital
expenditure program began in January 2001.

        Net cash used in  investing  activities  during the three  months  ended
March 31, 2001 was $7.5 million as compared to $1.0 million used during the same
period of 2000.  This  increase was a result of the  initiation of the Company's
drilling  program in January  2001  along  with other well  related  capitalized
workover related activity.

      Net cash used in financing activities for the three months ended March 31,
2001 was $.21  million as compared to net cash used of $.38  million  during the
same period of 2000.  For both  periods,  net cash used in financing  activities
consisted of principle payments on bank borrowings.

        Capital  Expenditures.  During the three  months  ended March 31,  2001,
Gulfport  invested $7.4 million in oil and gas properties and other property and
equipment as compared to $1.2 million  invested during the comparable  period in
2000. Of the $7.4 million the company  spent in the  first quarter, $5.4 million
was spent on drilling and completion  costs on new  wells and  $1.9  million was
spent on  workover  activity  on existing wells.

        During  the three month period ended March 31, 2001,  Gulfport  financed
its  capital  expenditures  payment  requirements  with cash flows  provided  by
operations and borrowings under the Company's credit facilities.  In April 2001,
the Company  borrowed  the amount  remaining  and  available  on its bank credit
facility.

        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 completed 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.

                                       17


        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 called 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. In April 2001,  the Company  borrowed the
amount remaining and available on its BOK credit facility.

        As a  result  of the  completion  of the NSA  engineering  report  as of
January 1, 2001,  the  Company  has  initiated  discussions  with other  banking
institutions  and is  attempting  to put in a place  a  larger  and  longer-term
revolving credit facility.  The Company cannot be sure however that they will be
successful.

        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  several  intermediate  drilling  programs.  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 used to  make the Company's required principal payments on
its debt with the remainder  reinvested in the  field to  complete more  capital
projects.

COMMITMENTS

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 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. 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.  As of March 31, 2001,  the
plugging and abandonment trust totaled $1,808,000. These funds are invested in a
U.S. Treasury Money Market.
                                       18


        During  March 2001,  Gulfport  intended to  begin to  fulfill its yearly
plugging commitment of 20 wells at WCBB for the twelve month period ending March
2001.  Due to equipment  and crew unavailability  however, this will be  delayed
until summer 2001.

        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.


PART II.

OTHER INFORMATION

ITEM 1.  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 effect on
the  Company's  financial  condition  or results of  operations  for the periods
presented in the financial statements

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

        Not applicable


ITEM 3.  DEFAULTS UPON SENIOR SECURITES

        Not applicable


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

        None

ITEM 5.  OTHER INFORMATION

        None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        No reports filed on Form 8-K during the quarter.


                                       19





                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       GULFPORT ENERGY CORPORATION

Date:  May 14, 2001


                                       /s/Mike Liddell
                                       -------------------------
                                       Mike Liddell
                                       Chief Executive Officer

                                       /s/Mike Moore
                                       -------------------------
                                       Mike Moore
                                       Chief Financial Officer

                                       20