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, 2001
                         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, 2002 was 10,146,566.  The aggregate market
value  of  the  voting stock held by non-affiliates of Gulfport using an average
trading  price  in  December  31,  2001  was  $12,233,000.

                   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,  2001:         10,146,566
Common  Stock  Issued  Outstanding  February  1,  2002:          10,146,566
















                                        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                          17
Item  8.  Financial  Statements  and  Supplementary  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     26
Item  13. Certain  Relationships  and  Related  Transactions                 26

                                    PART IV

Item  14. Exhibits,  Financial  Statement  Schedules  and
            Reports  on  Form  8K                                            27

          Signatures                                                         28




                                        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.


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 $50.9 million dollars and generated
EBITDA of $9.6 million dollars for the twelve months ended December 31, 2001. As
of  December  31,  2001, the Company had 29 MMBOE proved reserves with a present
value  (10%)  of  estimated  future  net  reserves  of  $130  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  existing  fields.

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.

                                        4

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 ("Texaco" or
"ChevronTexaco")  well  and  deep  rights  at West Cote Blanche Bay. During 2001
Chevron  acquired Texaco. The following table presents certain information as of
January  1, 2002 reflecting Gulfport's net interest in its producing oil and gas
properties.



                                                                             Net Proved Reserves
                                                   Shut-in                      As  of 1/1/02
                                                                             -------------------
    Field          NRI/WI      Active  Wells       wells(1)      Acreage(2)      Gas      Oil       Total
                               --------------    ------------    -----------
                 Percentages   Gross     Net     Gross    Net    Gross   Net     MBOE     MBOE       MBOE
---------------------------------------------------------------------------------------------------------
                                                                     
E Hackberry       78.7/100       17       17       73      73    3,147  3,147     590     3,392     3,982

W Hackberry       87.5/100        2        2       25      25      592    592      47      248        295

West Cote
Blanche Bay (3)   78.7/100       48       47      296     296    4,590  4,590   3,384    20,906    24,290

Overrides/Royalty  Various       12        1        6       1      403    403     100       277       377
                                 ------------------------------------------------------------------------
TOTAL                            79       67      400     395    8,732  8,732   4,121    24,823    28,944
                                 ========================================================================



     (1)  The following wells produce on an intermittent basis: East Hackberry -
          4; West Hackberry - 1; and West Cote Blanche Bay - 6.All of Gulfport's
          acreage  is  Developed  Acreage.
     (2)  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  ChevronTexaco  Corporation.
     (3)  In  the  future,  Gulfport  will  have  to plug and abandon almost 400
          wellbores.  Gulfport's  strategy to meet this obligation is to plug at
          least 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  of approximately $2.3 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.

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

                                        5

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 ChevronTexaco
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
ChevronTexaco  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 2002
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  17 having current daily production; three produce
intermittently;  73  wells  are  shut-in and 4 wells have been converted to salt
water  disposal  wells.  The remaining 73 wells have been plugged and abandoned.
During  2001,  daily  net  production averaged 305 barrels of oil with a limited
amount  of  net  gas  production.

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.

2001  Activity

     Gulfport  began  a  program to periodically test shut-in wells on the State
Lease  50  portion  of  the   East  Hackberry  Field.    Additionally,  Gulfport
reactivated  a  satellite  tank  battery  at  the State Lease 50 portion of East
Hackberry.  The Company also conducted several remedial operations that included

                                        6


repairing  holes  in  tubing  and casing, replaced parted tubing and cleaned out
salt  water  disposal  wells.

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 2001 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 2 are producing, 25 are shut-in and 1 well has been
converted  to a saltwater disposal well. The remaining 8 wells have been plugged
and  abandoned. During 2001, daily net production averaged 40 barrels of oil and
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.

2001  Activity

     Gulfport  conducted  several  remedial  operations  that included repairing
holes  in  tubing  and  casing  and  replacing  parted  tubing.

West  Cote  Blanche  Bay  Field

(Map  Omitted)  (Type  Log  Omitted)

                                        7

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, 2002, field cumulative gross production was 191 MMBO and
232.5  BCF  of  gas.

     There  have  been  871  wells  drilled  in WCBB. Of these, 48 are currently
producing,  303  are shut-in and five have been converted to salt water disposal
wells.  The  balance  of  the  wells  (or  515) have been plugged and abandoned.
During  2001,  Gulfport's net current daily production averaged 1,280 barrels of
oil,  399  MCF  of  gas  and  11,881  barrels  of  water  at  WCBB.

     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

                                        8

to  the  seismic data.  In December of 1999 Gulfport completed the  reprocessing
of  the  seismic data and its technical staff developed 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
for the production facility stretches over a mile and is equipped with a 30 MMCF
capacity  dehydrating system and three 225 horsepower triplex saltwater disposal
pumps.  The  Company  has  an  ongoing  program  to  modernize  and  service the
production  facilities  at  WCBB.  During  2001,  Gulfport installed two new gas
compressors  totaling  3,000  horsepower  into  full  time  service at the field
replacing three outdated inefficient compressors.  The new compressors increased
efficiency and, together with a new header valve the Company installed at one of
the tank batteries, reduced gas usage in the field by 50%.  Other work performed
on  the  facility during 2001 included repairing or replacing flow lines and gas
lift lines.  Gulfport also back flowed and cleaned sand from the five  saltwater
disposal  wells  at  West  Cote  Blanche Bay, which allows the wells to handle a
higher  volume  of  water.  The  Company  generates  cash flow by handling other
companies' gas and oil and disposing of their saltwater through the facility for
a  fee.  In 2001, Gulfport earned an average of $33,524 a month from third party
facility  charges.

2001  Activity

     During  April  2001,  Gulfport  finished the seven well drilling program it
had  commenced  in  January of 2001. The Company successfully drilled, completed
and  is  currently  producing  six  intermediate  depth wells, with total depths
averaging  approximately  9,000'  and  one  shallow  well, with a total depth of
2,500'.  These  wells found significant oil and gas deposits in multiple targets
ranging  from  relatively  low  risk  proven  undeveloped  objectives  to higher
potential  exploratory targets.  Gulfport feels that by taking most future wells
to  a  depth  of 9,000' there will be an increased chance of converting reserves
currently  classified  as  possible  and  probable  to  proved.

     Gulfport  continued to meet its plugging obligation and plugged 26 wells at
WCBB during 2001 at an average cost of $18,400 per well. The Company has plugged
90  wells  at  WCBB  since  it  began  its  plugging  program  in  1997.

2002  Field  Activity

     West  Cote  Blanche  Bay

     In  2002,  Gulfport  continues  to  use the reprocessed 3-D seismic data to
identify  and  confirm  intermediate and shallow prospects at WCBB.  The Company
plans  to  begin a ten well drilling program in the second quarter of 2002.  The
ten  well  program will consist of eight developmental intermediate depth wells,
one developmental shallow horizontal well and one exploratory shallow well.  The
Company  anticipates  that  these  wells  will  access  significant  oil and gas
deposits  with most of the wells having multiple targets ranging from relatively
low  risk proven undeveloped objectives to higher potential exploratory targets.
Gulfport  also anticipates several recompletions and workovers and will continue
to  fulfill  its  plugging  obligations  during  2002.

     East  &  West  Hackberry

     Gulfport  will continue testing shut-in wells and putting them on permanent
or  intermittent  production as results warrant.  The Company also plans several
recompletion  projects  for  the  Erwin  and  State  Lease  50  portion  of East

                                        9

Hackberry.  Gulfport  is  in  the  process  of  generating  projects in the West
Hackberry  field.

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.  The well paid out in December 1999.

Overriding  Royalty  Interests

     Gulfport  also  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 2001 average daily gross production from
five  producing  wells  was  1,250  gross  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 150 gross barrels of oil per day in
2001.

     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. This
interest  provided  over  $21,000  in  net  revenue  to  Gulfport  in  2001.

     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 2001, the well generated over $62,000 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

Castex  Back-In

     Gulfport sold its interest in the Bayou Penchant, Bayou Pigeon, Deer Island
and  Golden  Meadow  fields  to Castex Energy 1996 Limited Partnership effective
April  1,  1998  subject to a 25% reversionary interest in the partnership after
Castex  had  received  100% of the initial investment.  Castex informed Gulfport
that  the investment had paid out effective September 1, 2001.  In lieu of a 25%
interest  in the partnership, Gulfport elected to take a proportionately reduced
25%  working  interest  in  the  properties.  The Company now owns the following
working  interest  in  the  subject  fields:

                                       10



     Field                    Parish               Working  Interest
                                                 
     Bayou  Penchant          Terrebonne               3.125%
     Bayou  Pigeon            Iberia                   6.250%
     Deer  Island             Terrebonne               6.250%
     Golden  Meadow           Lafourche                3.125%


    In  addition  to  the  producing  wells  and  associated  leasehold  rights,
Gulfport  has  prepaid  the  drilling  and  completion costs of three new wells.

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 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 2001 was sold on contracts based on the average closing
price  on  NYMEX  for  each  trading  day  during  the  month  of  delivery.

     During  2001,  oil  sales  to  Gulfmark  Energy  Inc.  accounted for 86% 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 purchasers 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

                                       11

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.

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  leases  office  space  in  Oklahoma  City, Oklahoma under a lease
covering  approximately  7,000 square  feet.  The monthly rent  is approximately
$13,000.

     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 $163,000 as of January 1, 2002 with an estimated fair market value
of  $350,000.  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,  2001  Gulfport  had   13  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 &
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, 2001, as estimated by Netherland, Sewell & Associates,
an  independent  engineering  firm.


                                                   January 1, 2002
                                      ------------------------------------------
   Proved Reserves                      Developed   Underdeveloped     Total
                                      -----------   --------------  ------------
                                                                 
   Oil (MBBLS)                              3,745         21,078          24,823
   Gas (MMCF)                               3,499         21,226          24,725
   MBOE                                     4,328         24,616          28,944
   Year-end present value 10% of
     estimated future net revenue     $22,027,000   $108,370,200    $130,397,200


     Total  proved  reserves  increased  to  28,944 MBOE at January 1, 2002 from
25,129  at January 1, 2001.  This increase in reserves is mainly attributable to
the Company's drilling activity during 2001 as well as the mapping of additional
proved  undeveloped  locations.

     The  estimated future net revenues 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,  2001.  The  estimated  future  production  is  priced  at December 31, 2001
without escalation using $16.75 per BBL and $2.65 per MCF, adjusted by lease for
transportation  fees  and  regional  price  differentials.

     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  net production  in 2001.

                                       13



                                                 Year Ended December 31,
                                             2001          2000          1999
                                             ----          ----          ----
     Production  Volumes:
                                                              
     Oil (MBBLS)                              595          530            576
     Gas (MMCF)                                71           83            107
     Oil Equivalents (MBOE)                   607          544            594

     Average  Prices
     Oil  (per  BBL)                       $25.25       $29.76         $16.86
     Gas  (per  MCF)                       $ 6.02       $ 4.04         $ 2.83
     Oil  Equivalents  (per  MBOE)         $25.48       $29.62         $16.86
     Average Production Costs (per BOE)    $ 7.85       $ 9.35         $ 6.18
     Average Production Taxes (per BOE)    $ 2.88       $ 3.02         $ 1.64

(Graph  Omitted)

Drilling  and  Recompletion  Activities

     The  following  table  contains  data with respect to certain of Gulfport's
field  operations  during  the  years  ended  December  31, 2001, 2000 and 1999.


                                2001             2000             1999
                            Gross    Net     Gross    Net     Gross    Net
                            ------------     ------------     ------------
Recompletions, Sidetracks
and  Deepenings:
                                                      
Oil                            6       6        4       4        15     15
Gas                            0       0        0       0         0      0
Non-Productive                 0       0        1       1        12     12
                            ------------     ------------     ------------
TOTAL:                         6       6        5       5        27     27
                            ============     ============     ============

Development  Wells:
Oil                            6       6        2       2         5      5
Gas                            0       0        1       1         0      0
Non-Productive                 0       0        1       1         1      1
                            ------------     ------------     ------------
TOTAL:                         6       6        4       4         6      6
                            ============     ============     ============

Exploratory  Wells:
Oil                            1       1        0       0         0      0
Gas                            0       0        0       0         0      0
Non-Productive                 0       0        0       0         0      0
                            ------------     ------------     ------------
TOTAL:                         1       1        0       0         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 November 28, 2001 the Board of Directors nominated five persons to serve
on the Board of Gulfport.  On December 30, 2001 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 for the year ended December
31,  2001  has  been  scheduled  for  April  15,  2002.

Item  4a.  Executive  Officers  of  the  Registrant.

          The  officers  of  Gulfport  are  as  follows:


                   Name              Age             Position
                   ----              ---             --------
                                        
               Mike  Liddell          48      Chairman  of  the  Board,  Chief
                                                Executive Officer, President and
                                                Director
               Michael G. Moore       45      Vice  President  and  Chief
                                                Financial  Officer
               Lisa  Holbrook         31      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.  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,  2001                      LOW     HIGH
  --------------------------------                     -----    -----
                                                         
        First  Quarter                                $3.875   $4.500
        Second  Quarter                               $4.000   $6.250
        Third  Quarter                                $4.000   $4.600
        Fourth  Quarter                               $4.250   $4.600


     Holders  of  Record

     At  the  close of business on February 1, 2002 there were 10,146,566 shares
of  Common  Stock  outstanding  held  by  363  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.

     The  following  selected  financial  data  as  of  and  for the years ended
December  31,  2001,  2000, 1999, 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 financial
statements  of  Gulfport  included elsewhere in the Annual Report. 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 financial
statements  of  Gulfport and the notes thereto included elsewhere in this Annual
Report.


                                       16



                                           Reorganized Company                Predecessor Company
                                                                             July 11,   Six Months
                                               Year ended                    1997 to     10 Days
                                               December 31,                December 31,  July 10,
                                      2001    2000     1999      1998         1997        1997
                                    -------  -------  -------  --------     --------     --------
Statement of Operation Data                   (in thousands, except per share amounts)
                                                                       
Oil and gas sales                   $15,458  $16,118  $10,018  $  8,298     $  9,456     $ 10,138
                                    -------  -------  -------  --------     --------     --------

Operating expenses                   11,929   11,635    9,978    66,415       11,478       11,002
                                    -------  -------  -------  --------     --------     --------

Net income (loss) from operations     3,529    4,483       40   (58,117)      (2,022)        (864)
                                    -------  -------  -------  --------     --------     --------

Interest expense                        381      596      934     1,534          727        1,106
Proceeds for litigation trust             -        -    1,342         -            -            -
Reorganized cost                          -        -        -         -            -       (7,771)
Net income (loss) before
  dividends on preferred stock
  an extraordinary item               5,417    4,459      641   (59,109)      (1,713)      (9,615)
Extraordinary item                        -        -        -         -            -       88,723
Miscellaneous  Income                 1,921        -        -         -            -            -
Net income (loss) before dividends
  on  preferred  stock                5,417    4,459      641   (59,109)      (1,713)      79,108
Dividends on preferred stock              -        -        -         -            -       (1,510)
Net income (loss) available to
  common stock                        5,417    4,459      641   (59,109)      (1,713)       77,59
Earnings (loss) per common and
  common share equivalent              0.53     0.44     0.13    (72.35)       (3.88)        N/A
Average  common  and  common
  equivalent shares outstanding      10,147   10,145    5,120       817          442        9,539
Capital  expenditures               $12,761  $ 6,658  $ 7,147  $    991     $  5,644     $  2,562




                                                    Reorganized Company
                                      2001    2000     1999      1998         1997
                                    -------  -------  -------  --------     --------
Balance  Sheet  Data
                                                             
Working capital (deficit)           $(4,171) $   132  $(1,352) $ (3,204)    $   (719)
Property, plant and equipment, net   35,723   26,692   23,469    19,990       81,507

Total assets                         40,892   36,178   33,484    27,568       92,346

Long term debt                          143      301      179       381       13,528

Shareholders' equity (deficit)      $33,992  $28,573  $24,114  $ 18,503     $ 70,280



     (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."

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 financial statements and the
notes  thereto  included  elsewhere  in this Annual Report and should be read in
conjunction  therewith.

     Credit  Facilities

     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 called for interest payments to be made

                                       17

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.

     On  May  22,  2001,  the  Company  entered in to a revolving line of credit
agreement  with  Gulfport Funding, LLC, ("Gulfport Funding") which has ownership
in  common  with  the Company. Under the terms of the agreement, the Company may
borrow  up  to  $3,000,000,  with  borrowed  amounts bearing interest at Bank of
America Prime Rate plus 4%. All outstanding principal amounts along with accrued
interest  are  due  on February 22, 2002. The Company paid a facility commitment
fee  of  $60,000  in  connection  with  this  line  of  credit. This fee will be
amortized  over  the life of the agreement. As of December 31, 2001, the Company
borrowed  $3,000,000  available  under  this  line.

     In  accordance  with  the  revolving  credit  agreement, the Company issued
108,625  warrants  to CD Holdings, LLC. The exercise price of these warrants was
established  as  the average closing price of the Company's common stock for the
five days following the issuance of the warrants. The warrant agreement provides
for pro-rata adjustments to the number of warrants granted if the Company at any
time  increases  the  number  of  outstanding  shares  or  otherwise adjusts its
capitalization.

     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,  2001,  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.



                                                 Year Ended December 31,
                                             2001          2000          1999
                                             ----          ----          ----
     Production  Volumes:
                                                              
     Oil (MBBLS)                              595          530            576
     Gas (MMCF)                                71           83            107
     Oil Equivalents (MBOE)                   607          544            594

     Average  Prices:
     Oil  (per  BBL)                       $25.50       $29.76         $16.86
     Gas  (per  MCF)                       $ 4.20       $ 4.04         $ 2.83
     Oil  Equivalents  (per  MBOE)         $25.48       $29.62         $16.86
     Average Production Costs (per BOE)    $ 7.85       $ 9.35         $ 6.18
     Average Production Taxes (per BOE)    $ 2.88       $ 3.02         $ 1.64


Comparison  of  Years  Ended  December  31,  2001  and  2000

     Gulfport reported net income attributable to common stock of $5,417,000 for
the year ended December 31, 2001, as compared with $4,459,000 for the year ended
December  31,  2000.  The  increase  in earnings attributable to common stock of
$958,000  was  due  to  gains recorded during 2001 on the settlement of disputed
amounts.

     Oil  and  Gas  Revenues.  For  the  year  ended  December 31, 2001 Gulfport
reported  oil  and  gas  revenues of $15,458,000, a 4% decrease from revenues of
$16,118,000 in 2000. This $660,000 decrease in revenues is attributable to a 14%
decease  in  prices  per  BOE  to $25.50 for the year ended December 31, 2001 as
compared to $29.76 for the same period in 2000. This decrease in revenues due to

                                       18

prices  was  primarily  offset  by  an increase in total BOE's produced and sold
resulting  from the successful completion of the Company's 2001 drilling program
initiated  in  January  2001.

     Operating  Expenses  Including  Production  Taxes.  Total  lease  operating
expenses  decreased  $215,000 to $6,517,000 for the year ended December 31, 2001
as  compared  to  $6,732,000  for  the  same  period in 2000.  This decrease was
primarily  attributable to a reduction in gas lift costs for 2001 as compared to
the  same  period  in  2000.

     General  and  Administrative  Expenses.   Net  General  and  administrative
expenses  increased  only  slightly  by $82,000 or 5% to $1,634,000 for the year
ended  December 31, 2001 from $1,552,000 for the same period 2000. This increase
was  due  primarily  to  fees  associated  with consultations with the Company's
financial  advisors.  In  addition,  due  to  an  increased number of employees,
Gulfport  recognized  increased  levels of salaries and benefits expense for the
year  ended  December  31,  2001  as  compared to the same period in 2000. These
increases  were  completely offset however by administrative reimbursements from
related  party's  companies.

     Interest  Expense.  Interest  expense  decreased  by  $215,000  or  36%  to
$381,000  for the year ended December 31, 2001 from $596,000 for the same period
in  2000.  This  decrease  was  due to the settlement of disputed amounts with a
third  party.  Prior  to  the  settlement,  Gulfport  was accruing approximately
$25,000  per  month  in  interest  expense.

     Litigation  Trust.  No revenues were received from the Litigation Trust for
the  comparable  periods  in  2001  or  2000.

     Other  changes  in  income for the year ended December 31, 2001 as compared
to  the year ended December 31, 2000 were attributable to the following factors:

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  expense  was  $3,778,000  for  the  year  ended December 31, 2001,
consisting  of  $3,512,000  in  depletion on oil and gas properties, $218,000 in
depreciation  of  other  property  and  equipment  and  $48,000  in amortization
expense.   This  is  a  13%  increase  when  compared  to the 2000 depreciation,
depletion and amortization expense of $3,351,000. This increase is due primarily
to an increase in production for the year ended December 31, 2001 to 607 MBOE as
compared  to  544  MBOE  for  the  same  period  in  2000.

                                       19

     Income Taxes. As of December 31, 2001, the Company had a net operating loss
carryforward  of  approximately  $83  million,  in  addition  to numerous timing
differences  which  gave  rise  to  a  deferred  tax  asset of approximately $47
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  $2.17 million was provided for the year ended 2001,
which  was  fully  offset  by  an equal income tax benefit due to operating loss
carryforwards  and  other  deferred  tax  assets.

     Gain  on  Settlement  of  Disputed Amounts. Other changes in income for the
period  ended  December  31,  2001 included $1.9 million of non-recurring income
related  to  the  settlement  of  disputed amounts. During the second quarter of
2001,  the  Company reached a settlement with Texaco Exploration and Production,
Inc.  ("Texaco")  regarding previously disputed amounts, some of which date back
to  periods  which were prior to the Company's reorganization. The Company's net
gain  resulting  from  this  settlement  was $754,000. Also included on "Gain on
Settlement of Disputed Amounts" for the year ended December 31, 2001, were items
previously  recorded  as  accounts  payable  totaling $1,167,000 which were also
settled or had expired by December 31, 2001. Included in this total were certain
tax  claims  of  $372,000 as discussed in Note 6 to the Financial Statements, as
well  as  $795,000  in  funds  which  the  Company  had previously classified as
accounts  payable  at December 31, 2000 because it believed these funds exceeded
its  share  of  revenues  on  properties  which  it  owns.


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 December 31, 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 December 31, 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 December 31, 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 December 31, 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.

                                       20

     Interest  Expense.  Interest  expense  decreased  by  $338,000  or  36%  to
$596,000  for the year ended December 31, 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.

     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 December 31, 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 a 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 December 31, 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 December
31, 2000, which was fully offset by an equal income tax benefit due to operating
loss  carryforwards  and  other  deferred  tax  assets.

Capital  Expenditures,  Capital  Resources  and  Liquidity

     Net  cash flow provided by operating activities for the year ended December
31,  2001  was  $7.6 million, as compared to net cash flow provided by operating
activities  of  $6.3  million  for  the  comparable  period  in  2000.

     Net  cash  provided  by  financing  activities for 2001 was $3.1 million as
compared  to  net  cash  used of $1.9 million during 2000.  Net cash provided by
financing  activities  in  2001  included  $3.0 million of proceeds from the new
Gulfport  Funding, LLC credit facility while net cash used in 2000 included $3.5
million of principle repayments.  Net cash used in financing activities for 2000
was  $1.9  million as compared to net cash provided of $2.9 million 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 $1.6 million from the new BOK facility. The 1999
net cash flows provided by financing activities occurred as a result of the $3.2
million  from the Stockholder Credit Facility and the net proceeds from the 1999
Regulation  D  Offering.  The  1999 Regulation D Offering after expenses yielded
$4.97  million  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.

     Capital  Expenditures.  In 2001, Gulfport invested $12.8 million in oil and
gas  properties  and  other  property  and equipment as compared to $6.7 million
during  the  comparable  period in  2000.  Of the $2.8 million the Company spent
during  2001,  $6.8 million was spent on drilling and completion activity on new
wells and $6.0 million was spent on work over activity on existing wells. During
2001,  Gulfport  financed  its  capital  expenditures with cash flow provided by
operations  and  borrowings  under  the  Company's  two  credit  facilities.

                                       21

     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"). 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 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.

     On  May  22,  2001,  the  Company  entered in to a revolving line of credit
agreement  with  Gulfport Funding, LLC, ("Gulfport Funding") which has ownership
in  common  with  the Company. Under the terms of the agreement, the Company may
borrow  up  to  $3,000,000,  with  borrowed  amounts bearing interest at Bank of
America Prime Rate plus 4%. All outstanding principal amounts along with accrued
interest  are  due  on February 22, 2002. The Company paid a facility commitment
fee  of  $60,000  in  connection  with  this  line  of  credit. This fee will be
amortized  over  the life of the agreement. As of December 31, 2001, the Company
borrowed  $3,000,000  available  under  this  line.

     In  March 2002, the Company commenced a Private Placement Offering of $10.0
million  dollars  consisting of 10,000 Units.  Each Unit consists of (i) one (1)
share  of  Cumulative  Preferred Stock, Series A, of the Company (Preferred) and
(ii) a warrant to purchase up to 250 shares of common stock, par value $0.01 per
share.  Dividends  shall  accrue  on  the Preferred Stock prior to the Mandatory
Redemption  Date  (as  defined  below)  at  the  rate  of  12% per annum payable
quarterly  in  cash  or, at the option of the Company for a period not to exceed
two  (2)  years from the Closing Date, payable in whole or in part in additional
shares  of  the Preferred based on the Liquidation Preference (as defined below)
of  the  Preferred  at  the  rate  of 15% per annum. No other dividends shall be
declared  or  shall  accrue  on  the  Preferred. To the extent funds are legally
available,  the  Company  is  obligated  to declare and pay the dividends on the
Preferred.  The  Warrants have a term of ten (10) years and an exercise price of
$4.00.  The Company is required to redeem the Preferred on the fifth anniversary
of  the  first issuance and the Company may at its sole option, choose to redeem
the  Preferred  at  any  time  before  the  expiration  of  the  five  years.

     Two-thirds  of  the  Preferred  Stockholders  can affect any Company action
which  would  effect their preference position.  The Preferred cannot be sold or
transferred by its holders and the Company must use its best efforts to register
with  the  Securities and Exchange Commission ("SEC") the common stock issued in
connection  with  the  exercise  of  the Warrants or, if possible, piggyback the
issued  common  stock  if the Company participates in a public offering with the
SEC.

     The  Offering  was  made  available  to  stockholders and affiliates of the
Company as of December 31, 2001 who were known to be accredited investors by the
Company.  Purchasers  were  able  to  participate  up to their pro-rata share of
ownership in the Company as of December 31, 2001. The Offering's initial closing
will  begin  March  29,  2002  and  will  continue  until April 15, 2002.   Mike
Liddell,  the  Company's Chief Executive Officer, shall have until September 30,
2002  to  subscribe  for  his  proportionate  share  of  the  Offering.

     On  March  29,  2002,  Gulfport  Funding, LLC, participated in the Offering
through  a conversion of its $3.0 million dollar loan along with the accumulated
interest  due  from  the  Company  for 3,262.98 Units. Additionally on March 29,
2002,  entities  controlled by the majority shareholder initially funded a share
of  the  Preferred  Offering  in  the  amount  of  $2,738,000.

     As  a  result  of the completion of the NSA engineering report for the year
ended  January  1,  2002,  the Company intends to initiate discussions with it's
banking  institutions  and  attempt  to  put in a place a larger and longer-term
revolving  credit facility. The Company cannot be sure however that they will be
successful.

     The Company is also currently consulting with several financial advisors to
determine  how  to take advantage of the current market whether through internal
value  creation  or  a  capital  markets  transaction.

                                       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
Facilities.

     In  Gulfport's  January  1,  2002  reserve  report,  85%  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. The Company plans to begin a ten well
drilling  program  in  the  second  quarter  of  2002. The ten well program will
consist  of  eight  developmental  intermediate  depth  wells, one developmental
shallow  horizontal  well  and  one  exploratory  shallow  well.  The  Company
anticipates  that  these wells will access significant oil and gas deposits with
most  of  the  wells  having  multiple  targets ranging from relatively low risk
proven  undeveloped objectives to higher potential exploratory targets. Gulfport
also  anticipates  several recompletions and workovers in the field during 2002.
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.  ChevronTexaco retained a security interest in production from
these  properties  until  abandonment  obligations  to  ChevronTexaco  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, 2001, the plugging and abandonment trust totaled
$2,272,000,  including  interest  received during 2001 of approximately $55,000.

     During  October  2001,  Gulfport  completed  the yearly program to meet its
plugging  liability  for  the twelve-month period ending March 2001. The Company
plugged  26  non-producing  wells  at  West Cote Blanche Bay. During March 2002,
Gulfport began to fulfill its yearly plugging commitment of 20 wells at WCBB for
the  twelve-month  period  ending,  March  2002.

     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 ChevronTexaco 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,

                                       23

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,  2001,  Gulfport  was in the process of
releasing  these  properties  to  the  State  of  Louisiana.

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 2002, the Company commenced a Private Placement Offering of $10.0
million  dollars  consisting of 10,000 Units.  Each Unit consists of (i) one (1)
share  of  Cumulative  Preferred Stock, Series A, of the Company (Preferred) and
(ii) a warrant to purchase up to 250 shares of common stock, par value $0.01 per
share.  Dividends  shall  accrue  on  the Preferred Stock prior to the Mandatory
Redemption  Date  (as  defined  below)  at  the  rate  of  12% per annum payable
quarterly  in  cash  or, at the option of the Company for a period not to exceed
two  (2)  years from the Closing Date, payable in whole or in part in additional
shares  of  the Preferred based on the Liquidation Preference (as defined below)
of  the  Preferred  at  the  rate  of 15% per annum. No other dividends shall be
declared  or  shall  accrue  on  the  Preferred. To the extent funds are legally
available,  the  Company  is  obligated  to declare and pay the dividends on the
Preferred.  The  Warrants have a term of ten (10) years and an exercise price of
$4.00.  The Company is required to redeem the Preferred on the fifth anniversary
of  the  first issuance and the Company may at its sole option, choose to redeem
the  Preferred  at  any  time  before  the  expiration  of  the  five  years.

     Two-thirds  of  the  Preferred  Stockholders  can affect any Company action
which  would  effect their preference position.  The Preferred cannot be sold or
transferred by its holders and the Company must use its best efforts to register
with  the  Securities and Exchange Commission ("SEC") the common stock issued in
connection  with  the  exercise  of  the Warrants or, if possible, piggyback the
issued  common  stock  if the Company participates in a public offering with the
SEC.

     The  Offering  was  made  available  to  stockholders and affiliates of the
Company as of December 31, 2001 who were known to be accredited investors by the
Company.  Purchasers  were  able  to  participate  up to their pro-rata share of
ownership in the Company as of December 31, 2001. The Offering's initial closing
will  begin  March  29,  2002  and  will  continue  until April 15, 2002.   Mike
Liddell,  the  Company's Chief Executive Officer, shall have until September 30,
2002  to  subscribe  for  his  proportionate  share  of  the  Offering.

     On  March  29,  2002,  Gulfport  Funding, LLC, participated in the Offering
through  a conversion of its $3.0 million dollar loan along with the accumulated
interest  due  from  the  Company  for 3,262.98 Units. Additionally on March 29,
2002,  entities  controlled by the majority shareholder initially funded a share
of  the  Preferred  Offering  in  the  amount  of  $2,738,000.

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       48     Chairman of the Board, Chief Executive
                                            Officer,  President  and  Director
               Michael G. Moore    45     Vice  President  and
                                            Chief  Financial  Officer
               Lisa  Holbrook      31     Vice President,  General  Counsel  and
                                            Secretary
               Robert E. Brooks    55     Director
              *David L. Houston    49     Director
              *Mickey  Liddell     40     Director
              *Dan  Noles          54     Director


*Members  of  Gulfport's  Audit  Committee.

                                       24

     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.

     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. 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

                                       25

Finance   from  the   University  of  Oklahoma   in  1970.   Mr.  Noles  is  the
brother-in-law  to  Mike  Liddell  and  Mickey  Liddell.

Items  11  &  12.

     For  information  concerning Item 11 - Executive Compensation and Item 12 -
Security  Ownership  of  Certain  Beneficial  owners  and  Management,  see  the
definitive Proxy Statement of Gulfport Energy Corporation for the Annual Meeting
of  Shareholders  to  be  held  on  April 15, 2002, which will be filed with the
Securities  and  Exchange  Commission  within  120  days  after the close of the
Registrant's  year  and  is  incorporated  herein  by  this  reference (with the
exception  of  portions  noted  therein that are not incorporated by reference).
See  also  Part  I  -  Item  4A  -  Executive  Officers  of  the  Registrant.

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
began  providing  administrative  services  to effectively manage the day-to-day
operations  of  this  acquisition and in turn receives an administrative service
fee  for  such  services.















                                       26

                                    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,  2001  and  2000                        F-3

     Statements of Income, Years Ended December 31, 2001, 2000 and 1999      F-4

     Statements of Stockholders' Equity, Years Ended December 31, 2001,
       2000  and  1999.                                                      F-5

     Statements of Cash Flows, Years Ended December 31, 2001, 2000
       and 1999                                                              F-6

     Notes  to  Financial  Statements                                        F-7

          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  Filed  March  30,  2001

               10.2  Stock  Option  Plan  Filed  March  30,  2001

               10.3  Credit  Agreement dated February 1, 2001 between Registrant
                     and  Bank  of Oklahoma

     (b).  Reports  on  Form  8-K

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



                                       27

                                   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  30,  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  30,  2002                By:/s/Mike  Liddell
                                            ------------------------------------
                                            Mike  Liddell,   Chief  Executive
                                              Officer  And  Director


Date:   March  30,  2002                By:/s/Robert  Brooks
                                           -------------------------------------
                                           Robert  Brooks,  Director


Date:   March  30,  2002                By:/s/David  L.  Houston
                                           -------------------------------------
                                           David  L.  Houston,  Director


Date:   March  30,  2002                By:/s/Mickey  Liddell
                                           -------------------------------------
                                           Mickey  Liddell,  Director


Date:   March  30,  2002                By:/s/Dan  Noles
                                           -------------------------------------
                                           Dan  Noles,  Director


Date:   March  30,  2002                By:/s/Michael  G.  Moore
                                           -------------------------------------
                                           Michael  G. Moore, Vice President and
                                             Chief  Financial  Officer


                                       28

                                  EXHIBIT INDEX



               10.7  Credit Agreement Dated June 28, 2000 between Registrant and
                     Bank  of Oklahoma  Filed  March  30,  2001

               10.8  Stock  Option  Plan  Filed  March  30,  2001

               10.9  Credit  Agreement dated February 1, 2001 between Registrant
                     and Bank of Oklahoma












                                       29


Item  8.  Financial  Statements  and  Supplementary  Data


                          INDEX TO FINANCIAL STATEMENTS


                                                                           Page
                                                                           ----

Independent  Auditors'  Report                                              F-2

Balance  Sheets,  December 31, 2001 and 2000                                F-3

Statements  of  Income,  Years  Ended  December  31,  2001,
  2000  and  1999                                                           F-4

Statements  of  Shareholders'  Equity,  Years  Ended  December
  31,  2001,  2000 and 1999                                                 F-5

Statements  of  Cash  Flows,  Years  Ended  December  31,  2001,  2000
  and  1999                                                                 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
Stockholders  of  Gulfport  Energy  Corporation:

     We  have  audited  the  accompanying  balance  sheets  of  Gulfport  Energy
Corporation  (a  Delaware corporation) as of December 31, 2001 and 2000, and the
related statements of income, stockholders' equity, and cash flows for the years
ended  December  31,  2001,  2000  and  1999. 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 auditing standards generally
accepted  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, 2001 and 2000, and the results of its operations and its cash
flows  for  the years ended December 31, 2001, 2000 and 1999, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.




                                HOGAN  &  SLOVACEK





Oklahoma  City,  OK
March  29,  2002





                                      F-2

                          GULFPORT ENERGY CORPORATION

                                 BALANCE SHEETS


                                                            December 31,
                                                     --------------------------
                                                          2001          2000
                                                     ------------  ------------
                                     Assets
Current  assets:
                                                             
  Cash  and  cash  equivalents                       $  1,077,000  $  3,657,000
  Accounts receivable, net of allowance for
    doubtful accounts of $239,000 and $244,000
    at December 31, 2001 and 2000, respectively         1,096,000     3,608,000
  Accounts  receivable - related party                    160,000             -
  Prepaid expenses and other current assets               253,000       171,000
                                                     ------------  ------------
          Total  current  assets                        2,586,000     7,436,000
                                                     ------------  ------------

Property  and  equipment:
  Oil  and  natural  gas  properties                  103,344,000    90,640,000
  Other  property  and  equipment                       1,976,000     1,919,000
  Accumulated  depletion,  depreciation,
    amortization  and  impairment  reserve            (69,597,000)  (65,867,000)
                                                     ------------  ------------

    Property  and  equipment,  net                     35,723,000    26,692,000
                                                     ------------  ------------

  Other  assets                                         2,583,000     2,050,000
                                                     ------------  ------------

                                                     $ 40,892,000  $ 36,178,000
                                                     ===========   ============


                      Liabilities and Stockholders' Equity

Current  liabilities:
  Accounts  payable  and  accrued  liabilities       $  2,637,000  $  6,426,000
  Note  payable  -  related  party                      3,000,000             -
  Current maturities of long-term debt                  1,120,000       878,000
                                                     ------------  ------------
          Total  current  liabilities                   6,757,000     7,304,000
                                                     ------------  ------------

Long-term  debt                                           143,000       301,000
                                                     ------------  ------------

          Total  liabilities                            6,900,000     7,605,000
                                                     ------------  ------------

Commitments  and  contingencies                                 -             -

Stockholders'  equity:
  Preferred stock - $.01 par value, 1,000,000
    authorized,  none issued                                    -             -
  Common  stock  -  $.01  par  value,  15,000,000
    authorized, 10,146,566 and 10,145,400 issued
    and outstanding at December 31, 2001 and 2000,
    respectively                                          101,000       101,000
  Paid-in  capital                                     84,192,000    84,190,000
  Accumulated  deficit                                (50,301,000)  (55,718,000)
                                                     ------------  ------------

          Total  stockholders'  equity                 33,992,000    28,573,000
                                                     ------------  ------------

          Total liabilities and stockholders'
            equity                                   $ 40,892,000  $ 36,178,000
                                                     ============  ============


                See accompanying notes to financial statements.

                                      F-3

                          GULFPORT ENERGY CORPORATION

                              STATEMENTS OF INCOME



                                                Year ended December 31,
                                       ----------------------------------------
                                            2001          2000         1999
                                       ------------   -----------   -----------
Revenues:
                                                           
  Gas  sales                           $    298,000   $   337,000   $   303,000
  Oil  and  condensate sales             15,160,000    15,781,000     9,715,000
  Other  income                             215,000       252,000             -
                                       ------------   -----------   -----------
                                         15,673,000    16,370,000    10,018,000
                                       ------------   -----------   -----------

Costs  and  expenses:
  Operating  expenses                     4,767,000     5,098,000     3,472,000
  Production  taxes                       1,750,000     1,634,000     1,168,000
  Depreciation, depletion, and
    amortization                          3,778,000     3,351,000     3,615,000
  General  and  administrative            1,634,000     1,552,000     1,667,000
  Provision  for  doubtful  accounts              -             -        56,000
                                       ------------   -----------   -----------

                                         11,929,000    11,635,000     9,978,000
                                       ------------   -----------   -----------

INCOME  FROM  OPERATIONS                  3,744,000     4,735,000        40,000
                                       ------------   -----------   -----------

OTHER  (INCOME)  EXPENSE:
  Gain on settlement of disputed
    amounts                              (1,921,000)            -             -
  Interest  expense                         381,000       596,000       934,000
  Interest  income                         (133,000)     (320,000)     (193,000)
  Proceeds from Litigation Trust                  -             -    (1,342,000)
                                       ------------   -----------   -----------
                                         (1,673,000)      276,000      (601,000)
                                       ------------   -----------   -----------

INCOME BEFORE INCOME TAXES                5,417,000     4,459,000       641,000


INCOME  TAX  EXPENSE  (BENEFIT):
  Current                                 2,167,000     1,784,000       255,000
  Deferred                               (2,167,000)   (1,784,000)     (255,000)
                                       ------------   -----------   -----------
                                                  -             -             -
                                       ------------   -----------   -----------

NET  INCOME                            $  5,417,000   $ 4,459,000   $   641,000
                                       ============   ===========   ===========


NET  INCOME  PER  COMMON  SHARE:
  Basic                                $       0.53   $      0.44   $      0.13
                                       ============   ===========   ===========

  Diluted                              $       0.52   $      0.43   $      0.13
                                       ============   ===========   ===========



                See accompanying notes to financial statements.


                                      F-4

                          GULFPORT ENERGY CORPORATION
                       Statements of Stockholders' Equity



                                                               Additional
                              Preferred      Common Stock        Paid-in     Accumulated
                                Stock      Shares     Amount      Capital      Deficit
                              ---------  ---------  ----------  -----------  ------------
                                                              
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)

  Common  shares issued              -       1,166           -        2,000            -

  Net  income                        -           -           -            -    5,417,000
                                ------  ----------  ----------  -----------  -----------

Balance at December 31, 2001    $    -  10,146,566  $  101,000  $84,192,000 $(50,301,000)
                                ======  ==========  ==========  ===========  ===========


                     See accompanying notes to financial statements.

                                      F-5

                          GULFPORT ENERGY CORPORATION
                            Statements of Cash Flows




                                                Year ended December 31,
                                       ----------------------------------------
                                            2001          2000         1999
                                       ------------   -----------   -----------
Cash  flows  from  operating  activities:
                                                           
Net  income                            $  5,417,000   $ 4,459,000   $   641,000
Adjustments to reconcile net income
  to  net  cash provided by operating
  activities:
  Depletion, depreciation and
    amortization                          3,730,000     3,335,000     3,615,000
    Provision for doubtful accounts
    receivable                                    -             -        56,000
    Amortization of debt issuance costs      44,000        16,000       108,000
  Changes in operating assets and
    liabilities:
    (Increase) decrease in accounts
      receivable  -  related               (160,000)            -             -
    (Increase) decrease in accounts
      receivable                          2,512,000    (1,553,000)     (455,000)
    (Increase) decrease in prepaid
      expenses                             (126,000)      (51,000)      (10,000)
    (Decrease) increase in accounts
      payable and accrued liabilities    (3,789,000)      130,000     2,406,000
                                       ------------   -----------   -----------
Net cash provided by operating
  activities                              7,628,000     6,336,000     6,361,000
                                       ------------   -----------   -----------

Cash flows from investing activities:
  Additions to cash held in escrow         (533,000)      (55,000)      (92,000)
  Redemption of Certificates of
    Deposit                                       -       200,000             -
  Capital  expenditures                 (12,761,000)   (6,658,000)    (7,147,000)
  Proceeds from sale of oil and
    gas  properties                               -       100,000         47,000
  Proceeds from sale of equipment                 -             -          5,000
  Increase (decrease) in other assets             -       (19,000)       (94,000)
                                       ------------   -----------    -----------

Net cash used in investing activities   (13,294,000)   (6,432,000)    (7,281,000)
                                       ------------   -----------    -----------

Cash flows from financing activities:
  Proceeds from sales of common stock         2,000             -      4,971,000
  Proceeds from borrowings -
    related party                         3,000,000             -              -
  Proceeds  from  borrowings                960,000     1,600,000      3,210,000
  Principle payments on borrowings         (876,000)   (3,495,000)    (5,311,000)
  Payment of loan origination fees                -       (16,000)             -
                                       ------------   -----------    -----------

Net cash provided by (used in)
  financing  activities                   3,086,000    (1,911,000)     2,870,000
                                       ------------   -----------    -----------

Net (decrease) increase in cash and
  cash  equivalents                      (2,580,000)   (2,007,000)     1,950,000

Cash and cash equivalents at beginning
  of  period                              3,657,000     5,664,000      3,714,000
                                       ------------   -----------    -----------

Cash and cash equivalents at end
  of period                            $  1,077,000   $ 3,657,000    $ 5,664,000
                                       ============   ===========    ===========

Supplemental disclosure of cash flow
  information:
    Interest  payments                 $    114,000   $   240,000    $   476,000
                                       ============   ===========    ===========



                 See accompanying notes to financial statements.

                                      F-6

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999


1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Business

     Gulfport is a domestic independent oil and gas exploration, development and
production  company  with  properties  located  in  the  Louisiana  Gulf  Coast.

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.

Reclassifications

Certain  reclassifications  have  been  made  to  the  2000  and  1999 financial
statements  presentations  in  order to conform to the 2001 financial statements
presentation.

Net  Income  per  Common  Share

     Basic  net  income  per  common  share  is  computed   by  dividing  income
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

                                      F-7

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


common  stock  were  exercised  or converted into common stock.  Calculations of
basic  and  diluted  net  income  per  common  share are illustrated in Note 12.

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, 2001
or  December  31,  2000.  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 and future net operating loss
carryforwards  available  as  reductions  of  income  tax  expense.

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.

Segment  Information

     The  Company's  only revenue generating activity is the production and sale
of  oil and gas.  Therefore, no reporting of business segments has been included
in  these  financial  statements  or  the  notes  thereto.


2.   ACCOUNTS  RECEIVABLE  -  RELATED  PARTY

     Included  in  the  accompanying December 31, 2001 balance sheet are amounts
receivable  from  entities  that  have  similar  controlling  interests as those

                                      F-8

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


controlling  the  Company.  These  receivables  represent  amounts billed by the
Company  for  general  and  administrative  functions  performed  by  Gulfport's
personnel  on  behalf  of the related party companies during 2001.  Gulfport has
reduced  its  corresponding  expenses  by  $325,000  billed to the companies for
performance  of  these  services.


3.   PROVISION  FOR  ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS

     A  summary  of  the activity in the allowance for doubtful accounts for the
years  ended  December  31,  2001  and  2000  is  as  follows:


                                                        2001          2000
                                                  -------------   -------------
                                                            
     Balance, beginning of the year               $     244,000   $     244,000
     Provision for bad debts                                  -               -
     Bad debts written off                               (5,000)              -
                                                  -------------   -------------

                                                  $     239,000   $     244,000
                                                  =============   =============


No  charges  to  bad  debt expense were made during the years ended December 31,
2001  and  2000.  During  the  year ended December 31, 1999, the Company charged
$56,000  to  bad debt expense.  The 1999 bad debt expense related to receivables
on  properties  no  longer  owned  by  Gulfport.


4.   PROPERTY  AND  EQUIPMENT

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



                                                        2001          2000
                                                  -------------   -------------
                                                            
     Oil and gas properties                       $ 103,344,000   $  90,640,000
     Office furniture and fixtures                    1,499,000       1,442,000
     Building                                           217,000         217,000
     Land                                               260,000         260,000
                                                  -------------   -------------

     Total property and equipment                 $ 105,320,000   $  92,559,000
                                                  -------------   -------------

     Accumulated depreciation, depletion,
     amortization and impairment reserve            (69,597,000)    (65,867,000)
                                                  -------------   -------------

     Property and equipment, net                  $  35,723,000   $  26,692,000
                                                  =============   =============


     Included  in  oil  and  gas  properties  at December 31, 2001 and 2000, are
$1,217,000  and  $801,000,  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  1999,  $413,000  in  general  and  administrative  costs were
capitalized  to  the  full  cost  pool.

                                      F-9

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


     During  2000,  the Company sold equipment related to oil and gas properties
totaling  $100,000.  The  sale of these properties was treated as a reduction to
the  full  cost  pool.


5.   OTHER  ASSETS

     Other  assets  as  of  December  31  consist  of  the  following:



                                                        2001          2000
                                                  -------------   -------------
                                                            
     Plugging and abandonment escrow account
       on  the  WCBB  properties                  $   2,272,000   $  1,739,000
     CDs  securing  letter  of  credit                  200,000        200,000
     Deposits                                           111,000        111,000
                                                  -------------   ------------

                                                  $   2,583,000   $  2,050,000
                                                  =============   ============



6.   SETTLEMENT  OF  CLAIMS

     In  accordance  with a reorganization that took place during 1997, Gulfport
accrued  certain  tax  claims  totaling  $372,000,  which  are  included  in the
accompanying  balance  sheet  at  December  31, 2000 as current liabilities.  At
December  31,  2001 management determined these claims would not be asserted and
they  were  written  off.  The  resulting  income  has been included in "Gain on
Settlement  of Disputed Amounts" in the accompanying statement of income for the
year  ended  December  31,  2001.


7.   LONG-TERM  DEBT

     Long-term  debt  as  of  December  31  is  as  follows:



                                                        2001          2000
                                                  -------------   -------------
     Note  payable  to  bank, payable in
     monthly payments of $110,000, including
     interest at the Chase Manhattan Prime
     rate plus 1% (5.75% at December 31, 2001),
     with  final  payment  of  outstanding
     principal and accrued interest amounts due
                                                            
     October  2002.                               $  1,100,000    $          -

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

     Note  payable  to  bank,  payable  in
     monthly payments of $2,900, including
     interest at 9.5%, concluding May, 2004,
     collaterized by land and building.                163,000         179,000
                                                  ------------    ------------

   Total                                             1,263,000       1,179,000

   Less - current maturities of long-term debt      (1,120,000)       (878,000)
                                                  ------------    ------------

   Debt reflected as long-term                    $    143,000    $    301,000
                                                  ============    ============


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


                                                   
             2002                                     $1,120,000
             2003                                         21,000
             2004                                        122,000
                                                      ----------
                                                      $1,263,000
                                                      ==========


Note  Payable  Refinancing

     On  February 1, 2001, Gulfport refinanced its $1,000,000 note payable which
was  outstanding  at  December 31, 2000.  Additional borrowings of $960,000 were
also  made  during April 2001, bringing the total amount borrowed to $1,760,000,
which  is  the  total  available  under  this  line.  Under the terms of the new
agreement, monthly principal payments of $110,000 were 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%.

                                      F-11

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


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.


8.   NOTE  PAYABLE  -  RELATED  PARTY

     On  May  22,  2001,  the  Company  entered in to a revolving line of credit
agreement  with  Gulfport Funding, LLC, ("Gulfport Funding") which has ownership
in  common  with  the Company. Under the terms of the agreement, the Company may
borrow  up  to  $3,000,000,  with  borrowed  amounts bearing interest at Bank of
America  Prime  Rate  plus  4%.  The  Company  paid a facility commitment fee of
$60,000  in connection with this line of credit. This fee will be amortized over
the life of the agreement. As of December 31, 2001, the Company had borrowed the
$3,000,000  available  under  this line. All outstanding principal amounts along
with  accrued  interest  were  due  on  February  22,  2002.

     In  accordance  with  the  revolving  credit  agreement, the Company issued
108,625  warrants  to CD Holdings, LLC. The exercise price of these warrants was
established  as  the average closing price of the Company's common stock for the
five days following the issuance of the warrants. The warrant agreement provides
for pro-rata adjustments to the number of warrants granted if the Company at any
time  increases  the  number  of  outstanding  shares  or  otherwise adjusts its
capitalization.

     On  March  29,  2002,  the  outstanding  balance  on  this note, along with
accumulated interest  due  on  the note, were retired through Gulfport Funding's
participation  in  the Company's Private Placement Offering as described in Note
17.

9.   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

                                      F-12

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


to  the  options  granted  if  the  Company  at any time increases the number of
outstanding  shares  or  otherwise  alters  its  capitalization.

     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.

     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, 2001 totaled 607,355.  Of this total,
319,080  options  were  exercisable  at  December  31,  2001, with the remaining
options  vesting  in  future  periods.

Warrants

     In  accordance with the revolving credit agreement discussed in Note 8, the
Company issued 108,625 warrants to CD Holdings, LLC. The exercise price of these
warrants  was  estimated  as  the  average closing price of the Company's common
stock  for  the  five  days following the issuance of the warrants.  The warrant
agreement provides for pro-rata adjustments to the number of warrants granted it
the  Company at any time increases the number of outstanding shares or otherwise
adjusts  its  capitalization.

     Also,  at  December  31, 2001, 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, 2001 can purchase .234 shares of common
stock.

                                      F-13

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


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.

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.


10.  SETTLEMENT  OF  DISPUTED  AMOUNTS

     During  the  second  quarter of 2001, the Company reached a settlement with
Texaco Exploration and Production, Inc. ("Texaco") regarding previously disputed
amounts,  some  of  which date back to periods which were prior to the Company's
reorganization.  The  Company's  net  gain  resulting  from  this  settlement is
included in the accompanying statement of income for the year ended December 31,
2001,  as  "Gain  on  Settlement of Disputed Amounts" in the amount of $754,000.

     Also  included  on  "Gain  on  Settlement of Disputed Amounts" for the year
ended  December  31,  2001,  were  items previously recorded as accounts payable
totaling $1,167,000 which were also settled or had expired by December 31, 2001.
Included  in this total were certain tax claims of $372,000 as discussed in Note
6,  as  well as $795,000 in funds which the Company had previously classified as
accounts  payable  at December 31, 2000 because it believed these funds exceeded
its  share  of  revenues  on  properties  which  it  owns.


11.  INCOME  TAXES

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

                                      F-14

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED



                                               2001         2000        1999
                                           -----------  -----------  ----------
                                                            
     Income before federal income taxes    $ 5,417,000  $ 4,459,000  $  641,000
                                           -----------  -----------  ----------

     Expected income tax at statutory rate   2,167,000    1,784,000     255,000
     Net operating loss carryforward
       utilized                             (2,167,000)    (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
estimated  as  follows:



                                                  2001           2000
                                              ------------   -----------
                                                       
     Net operating loss carryforward          $ 32,403,000   $ 18,231,000
     Oil and gas property basis difference      14,181,000     23,089,000
                                              ------------   ------------
     Total deferred tax asset                   46,584,000     41,320,000
     Valuation allowance                       (46,584,000)   (41,320,000)
                                              ------------   ------------

     Net deferred tax asset (liability)       $          -   $          -
                                              ============   ============



     The Company has an available tax net operating loss carry forward estimated
at  approximately  $83,085,000  as  of December 31, 2001. This carryforward will
begin  to  expire  in  the  year  2013.


12.  NET  INCOME  PER  COMMON  SHARE


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



                                     2001                               2000                              1999
                        -------------------------------   -------------------------------   ----------------------------
                                                   Per                               Per                            Per
                          Income        Shares    Share      Income       Shares    Share    Income      Shares    Share
                        ----------   ----------   -----   ----------   ----------   -----   --------   ---------   -----
Basic:
  Income attributable
                                                                                        
    to common stock     $5,417,000   10,146,112   $0.53   $4,459,000   10,145,400   $0.44   $641,000   5,120,255   $0.13
                                                  =====                             =====                          =====

Effective of dilutive
  securities:
    Stock options                -      342,261                    -      259,567                  -           -
                        ----------   ----------           ----------   ----------           --------   ---------

Diluted:
  Income attributable
    to common stock,
    after assumed
    dilutions          $5,417,000   10,488,373   $0.52   $4,459,000   10,404,967    $0.43   $641,000   5,120,255   $0.13
                       ==========   ==========   =====   ==========   ==========    =====   ========   =========   =====



     Common  stock equivalents not included in the above calculations of diluted
income  are  1,163,195  warrants  issued  in  1997.  Also  not  included  in the
calculation  of  2001  diluted earnings per share are 108,625 warrants issued in
connection with the Company's line of credit with Gulfport Funding, as discussed
in Note 8.  Also, not included in the calculation of the 1999 diluted income per

                                      F-15

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


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.


13.  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, 2001,
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  55.8%  of  the Company's outstanding stock as of December 31,
2001.

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 in 1999 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.

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

                                      F-16

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


the  forgiveness  of  the  amount  owed  to  them  under this stockholder credit
facility.

      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.


14.  COMMITMENTS

Leases

     As  of  December  31,  2001  and  2000,  the  Company  had  no  long-term,
non-cancelable  operating  lease  commitments.  Rental expense for all operating
leases  for  the years ended December 31, 2001, 2000 and 1999, totaled $127,000,
$112,000  and  $119,000,  respectively.

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 until 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,  2001,  the  plugging  and  abandonment  trust totaled $2,272,000,
including  interest  received  during  2001  of  approximately  $55,000.

     During  October  2001,  Gulfport  completed  the yearly program to meet its
plugging  liability  for  the twelve month period ending March 2001. The Company
plugged  26  non-producing  wells  at  West Cote Blanche Bay. During March 2002,
Gulfport began to fulfill its yearly plugging commitment of 20 wells at WCBB for
the  twelve  month  period  ending,  March  2002.

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, 2001, Gulfport was in the process of releasing these
properties  to  the  State  of  Louisiana.

                                      F-17

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


Contributions  to  401(k)  Plan

     During  1999, Gulfport sponsored a 401(k) savings plan under which eligible
employees  could  chose to contribute up to 15% of their total compensation on a
pre-tax  basis,  subject  to  certain  IRS  limits.  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 their
total  compensation  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 years ended December 31, 2001 and
2000,  Gulfport  incurred  $20,000  and  $24,000, respectively, in contributions
expense  related  to  this  plan.

Employment  Agreement

     At  December  31, 2001, 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.


15.  CONTINGENCIES

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 2001 or 2000.  During 1999, Gulfport incurred bad
debts  of  $56,000.

     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,  2001  and  2000,  Gulfport  held cash in excess of
insured  limits  in  these banks totaling $977,000 and $3,556,000, respectively.

     During  the  year  ended December 31, 2001, approximately 86% of Gulfport's
revenues  from  oil  and  gas  sales  were  attributable to Gulfmark Energy Inc.
During  the  year  ended  December  31,  2000,  approximately  91% of Gulfport's
revenues  from  oil  and  gas  sales were attributable to two primary customers:

                                      F-18

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


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.


16.  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.

     There  were  no  funds  received  from the Litigation Trust during the year
ended  December  31, 2001 and 2000. During 1999, Gulfport received $1,342,000 in
proceeds  from  the  Litigation  Trust.


17.  SUBSEQUENT  EVENT

     In  March 2002, the Company commenced a Private Placement Offering of $10.0
million  dollars  consisting of 10,000 Units.  Each Unit consists of (i) one (1)
share  of  Cumulative  Preferred Stock, Series A, of the Company (Preferred) and
(ii) a warrant to purchase up to 250 shares of common stock, par value $0.01 per
share.  Dividends  shall  accrue  on  the Preferred Stock prior to the Mandatory
Redemption  Date  (as  defined  below)  at  the  rate  of  12% per annum payable
quarterly  in  cash  or, at the option of the Company for a period not to exceed
two  (2)  years from the Closing Date, payable in whole or in part in additional
shares  of  the Preferred based on the Liquidation Preference (as defined below)
of  the  Preferred  at  the  rate  of 15% per annum. No other dividends shall be
declared  or  shall  accrue  on  the  Preferred. To the extent funds are legally
available,  the  Company  is  obligated  to declare and pay the dividends on the
Preferred.  The  Warrants have a term of ten (10) years and an exercise price of
$4.00.  The Company is required to redeem the Preferred on the fifth anniversary
of  the  first issuance and the Company may at its sole option, choose to redeem
the  Preferred  at  any  time  before  the  expiration  of  the  five  years.

     Two-thirds  of  the  Preferred  Stockholders  can affect any Company action
which  would  effect their preference position.  The Preferred cannot be sold or
transferred by its holders and the Company must use its best efforts to register
with  the  Securities and Exchange Commission ("SEC") the common stock issued in
connection  with  the  exercise  of  the Warrants or, if possible, piggyback the
issued  common  stock  if the Company participates in a public offering with the
SEC.

     The  Offering  was  made  available  to  stockholders and affiliates of the
Company as of December 31, 2001 who were known to be accredited investors by the
Company.  Purchasers  were  able  to  participate  up to their pro rata share of
ownership in the Company as of December 31, 2001. The Offering's initial closing
will  begin  March  29,  2002  and  will  continue  until April 15, 2002.   Mike
Liddell,  the  Company's Chief Executive Officer, shall have until September 30,
2002  to  subscribe  for  his  proportionate  share  of  the  Offering.

     On  March  29,  2002,  Gulfport  Funding, LLC, participated in the Offering
through  a conversion of its $3.0 million dollar loan along with the accumulated
interest  due  from  the  Company for 3,262.98 Units. Additionally, on March 29,
2002,  entities  controlled by the majority shareholder initially funded a share
of  the  Preferred  Offering  in  the  amount  of  $2,738,000.

                                      F-19

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED


18.  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



                                                        2001          2000
                                                  -------------   -------------
                                                            
     Proven Properties                            $ 103,344,000   $  90,640,000
     Accumpulated depreciation, depletion
       Amortizaiton and impairment reserve          (68,685,000)    (65,173,000)
                                                  -------------   -------------
     Proven properties, net                       $  34,659,000   $  25,467,000
                                                  =============   =============


Costs  Incurred  in  Oil and Gas Property Acquisition and Development Activities


                                            2001         2000         1999
                                        -----------   ----------   ----------
                                                          
     Acquisition                        $         -   $        -   $  337,000
     Development                         12,704,000    6,505,000    6,803,000
                                        -----------   ----------   ----------
       Total                            $12,704,000   $6,505,000   $7,140,000
                                        ===========   ==========   ==========


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.

                                      F-20

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    CONTINUED



                                            2001         2000          1999
                                        -----------   ----------    -----------
                                                           
     Revenues                           $15,458,000   $16,117,000   $10,018,000
     Production costs                    (6,517,000)   (6,732,000)   (4,640,000)
     Depletion                           (3,512,000)   (3,125,000)   (3,410,000)
                                        -----------   -----------   -----------
                                          5,429,000     6,260,000     1,968,000
                                        -----------   -----------   -----------
     Income tax expense
       Current                            2,172,000     2,504,000       781,000
       Deferred                          (2,172,000)   (2,504,000)     (781,000)
                                        -----------   -----------   -----------
                                                  -             -             -
                                        -----------   -----------   -----------

     Results of operations
       from producting activities       $ 5,429,000   $ 6,260,000   $ 1,968,000
                                        ===========   ===========   ===========



Oil  and  Gas  Reserves

     The  following  table  presents  estimated  volumes  of  proven  and proven
undeveloped  oil  and  gas  reserves as of December 31, 2001, 2000, and 1999 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, 2001
used  for  reserve  report  purposes are $16.75 and $2.65, adjusted by lease for
transportation  fees and regional price differentials, 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.



                                      2001            2000            1999
                                 --------------  --------------  --------------
                                  Oil     Gas     Oil     Gas     Oil     Gas
                                 ------  ------  ------  ------  ------  ------
     Proven Reserves
                                                       
       Beginning of the period   22,098  18,188  25,923   6,264  24,282   3,331
       Purchases in oil and
         gas reserves in place        -       -       -       -   1,594   2,762
       Extensions, discoveries
         and other additions                          -       -       -       -
       Revisions of prior
         reserve estimates        3,320   6,608  (3,295) 12,007     641     297
       Current production          (595)    (71)   (530)    (83)   (594)   (126)
       Sales of oil and gas
         reserves in place            -       -       -       -       -       -
                                 ------  ------  ------  ------  ------  ------

     End of period               24,823  24,725  22,098  18,188  25,923   6,264
                                 ======  ======  ======  ======  ======  ======

     Proven developed reserves    3,745   3,499   3,066   2,077   6,606   2,073
                                 ======  ======  ======  ======  ======  ======


                                      F-21

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    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,
2001, 2000, and 1999, assuming continuation of economic conditions prevailing at
the  end  of  each  year.

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



                                                YEAR ENDED DECEMBER 31,
                                     -------------------------------------------
                                          2001           2000           1999
                                     -------------  -------------  -------------
                                                          
     Future  cash  flows             $ 522,246,000  $ 763,942,000  $ 676,056,000
     Future  development  costs       (132,310,000)  (118,857,000)  (132,708,000)
     Future  production  costs         (88,373,000)   (93,817,000)   (91,705,000)
     Future  production  taxes         (53,247,000)   (67,349,000)   (83,392,000)
                                     -------------  -------------  -------------

     Future net cash flows before
       income  taxes                   248,316,000    483,919,000    368,251,000
     10% discount to reflect timing
       of  cash  flows                (117,919,000)  (203,025,000)  (222,896,000)
                                     -------------  -------------  -------------

     Discounted future net cash flows  130,397,000    280,894,000    145,355,000
     Future income taxes, net of 10%
       discount                         (1,475,000)   (68,037,000)   (14,602,000)
                                     -------------  -------------  -------------

     Standardized measure of
       discounted future net
       cash flows                    $ 128,922,000  $ 212,857,000  $ 130,753,000
                                     =============  =============  =============


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



                                                YEAR ENDED DECEMBER 31,
                                       ----------------------------------------
                                            2001          2000          1999
                                       ------------  ------------  ------------
     Sales and transfers of oil
       and gas produced, net of
                                                          
       production costs                $ (8,941,000) $ (9,386,000) $ (5,378,000)
     Net changes in prices and
       production  costs               (344,592,000)  104,539,000   113,060,000
     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                117,930,000    20,515,000     3,722,000
     Sales of reserves in place                   -             -             -
     Accretion  of  discount             85,106,000    19,871,000     1,550,000
     Net changes in income taxes         66,562,000   (53,435,000)  (14,602,000)
     Other                                        -             -             -
                                       ------------  ------------  ------------

     Total change in standardized
       measure of discounted future
       net  cash  flows                $(83,935,000) $ 82,104,000  $103,330,000
                                       ============  ============  ============


                                      F-22

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2000 AND 1999
                                    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, 2001 and
2000  is  as  follows:



                                                     2001              2000
                                                 ------------      ------------
Standardized measure of discounted
                                                             
  future and net cash flows                      $130,397,000      $280,894,000

Proven oil and gas properties                     103,344,000        90,640,000
Less accumulated depreciation, depletion,
  amortization  and impairment  reserve           (68,685,000)      (65,173,000)

Net carrying value of proven oil and
  gas properties                                   34,659,000        25,467,000
                                                 ------------      ------------

Standardized measure of discounted future net
  cash  flows  in  excess  of  net  carrying
  value  of  proven  oil  and  gas  properties   $ 95,738,000      $255,427,000
                                                 ============      ============













                                      F-23

                                                                    EXHIBIT 10.3

                                                                  John N. Huff
                                                                  Vice President
                                                                  Energy Banking
                                                                  (405) 272-2028
                                                                  Fax 272-2588
                                                                  jhuff@bokf.com

February  1,  2001


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
$1,760,000  loan  to  Gulfport  Energy  Corporation.   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.
     7.  Borrower  will  maintain its primary depository accounts with the Bank.

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,


John  N.  Huff
Vice  President


                         Agreed and accepted this  _____ day of  February  2001.

                         For  the  Borrower:

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